Page 1 of 2 June 2015 Minutes

Early Learning Coalition

Of Brevard County, Inc. Minutes: Executive/Finance Committee Meeting

Date/Time: Monday, June 8, 2015 at 3:30 pm

Locations: Early Learning Coalition of Brevard County, 1018 Florida Ave, Rockledge, FL 32955

Members Present:

Alan Bergman, Chairperson, Mark Broms, Vice Chairperson, Jeffrey Harrison, Treasurer and Beth Mills, Secretary

Excused Absent members:

N/A

Unexcused Absent Members:

N/A

Staff Present: Sky Beard, Executive Director, Jessica Beecham, Executive Coordinator, Cathie Odom, Director of Business Operations (via phone)

Guest/Public: N/A Start Time: June 8, 2015 at 3:29 pm

Agenda Item Summary/Discussion Action/Follow-up Approval of meeting minutes

Minutes: May 18, 2015: Beth Mills motioned for the minutes to be approved.

No changes were made to the meeting minutes.

Mark Broms seconded the motion. The motion passed unanimously by all Executive Committee members.

Legislative Update

Sky informed the Committee that there is no update at this time because the Legislative special session is still meeting. The Committee will be contacted once information is available.

No Action/Follow-up

Approval of FY 15. 16 Budget

Sky informed the Committee that until the state budget is approved and OEL allocates the funds statewide, the Coalition will need the Committee to approve a preliminary FY 15.16 Operational Budget (see attached). The full Board will approve the preliminary FY 15.16 Agency Budget (see attached). The Committee reviewed the Operational Budget and discussed the changes made to the IT Equipment, Quality, and Fringe Benefits allocations. Sky reported to the Committee that the United Way funding award letter for FY 15.16 was received and the award was for $265,000 to be allocated to match. After some discussion the Committee voted to approve the preliminary FY 15.16 Operational Budget and recommend the approval of the preliminary FY 15.16 Agency Budget to the Board.

Mark Broms motioned to approve the preliminary FY 15.16 Operational Budget as presented and recommend the approval of the preliminary FY 15.16 Agency Budget to the Board. Jeffrey Harrison seconded the motion. The motion passed unanimously by all Executive Committee members.

Revised Fiscal Reporting to Board

Cathie presented the Committee with revised Fiscal Reporting to go before the Board (see attached). After reviewing and discussing the presented information, the Committee requested a revision to show the tread without school age children included in the wait list numbers.

Revised report will be brought to the next Board meeting.

Revised Bylaws The Committee reviewed the revised Bylaws (see attached). Sky informed the Committee that after some communication with OEL regarding the Provider Representatives, the following changes have been made to the Bylaws:

Page 2 of 2 June 2015 Minutes

• Under Section 3.2. “Membership: With the exception of the private for profit child care provider and faith based child care provider, these individuals serve continuously while they are in their respective positions.”

• Under Section 5.3 Election of Provider Representatives: “Provider Representatives (private and faith based) are elected for a 4 year term. A maximum of two consecutive terms may be served.”

The Committee discussed the positions of Tom Peer and Myrna Shimei. At this time Tom is able to stay on the Board, but is not a voting member. Sky will update the Committee once more information is available.

Public Comment The Committee discussed the July Committee and Board meeting. At this time the July Committee meeting is tentatively set for July 13, 2015.

No Action/Follow-up

Adjournment The meeting was adjourned at 4:43 pm Next Meeting July 13, 2015 at 3:30pm Tentative Jeffrey Harrison motioned for

the adjournment of the Board meeting. Beth Mills seconded the motion. The motion passed unanimously by all Board members.

June 2015 Executive/Finance Committee Minutes Approved: Respectfully Submitted, Approved

____________________________________________ _____________________________________________

Signature Date Signature Date

Executive Coordinator Executive Director

Executive/Finance Committee Meeting

June 8, 2015 3:30 pm

Approval of May 18, 2015 Minutes Legislative and Budget Update Approval of FY 15.16 Budget Revised Fiscal Reporting to Board Revised Bylaws

Next Committee meeting: July 13, 2015

EARLY LEARNING (OALITION

OF BREVARÞ (OUNTY, IN(.Executive/Finance Comm ittee Meeting

Monday, May L8, 20L5 at 3:30 pm

Early Learning Coalition of Brevard County, L018 Florida Ave, Rockledge, FL 32955

Alan Bergman, Chairperson, Mark Broms, Vice Chairperson, Jeffrey Harrison, Treasurer and BethMills, Secretary

N/A

N/A

Sky Beard, Executive Director, Jessica Beecham, Executive Coordinator, Cathie Odom, Director ofBusiness OperationsN/A

May L8, 2015 at 3:35 pm

^ ctlLD5 furuRt,

MINUIES:

ÞAIEÆIME:

LO(AflONS:

IIIEI'IBERS

PRESENT:

Ð((UsEÞ ABSENT

IIIEiIBERS:

UNEX(USEÞ ABSENT

MEI¡IBERS:

STAFF PRESENT:

GUESITPIIBU(:

START TIME:

AGENÞA ITEIIII sufiilìflARY/Þts(U55tot{ l(noil/Fru(x{PApproval ofmeet¡ng minutes

Minutes: April 13, 2015: No changes were made to the meetingminutes.

Jeffrey Harrison mot¡oned forthe minutes to be approved.Mark Broms seconded themotion. The motion passed

unanimously by all ExecutiveCommittee members.

Seacoast BankPresentation

Seacoast Bank representatives, Gil Russell, Rebekah Derden, andSonia Noonan (on phone), presented the Committee with twooptions for bank account structure, After reviewing the optionsand much discussion, the Committee voted to except OptionOne as presented.

Jeffrey Harrison motioned toaccepted Option One as

presented by Seacoast as thenew bank account structurestarting May 1, 2015.Mark Broms seconded themotion. The motion passed

unanimously by all ExecutiveComm¡ttee members.

Child Care

Provider FraudCase

Sky informed the Committee that she hoped to have an updateregarding the pending child care provider fraud case, but therehas been no update from the State Attorney regarding the case.

Alan informed the Committee that he has tried to contact theState Attorney and has not received a call back; he will be

contacting her supervisor next.

No Action/Follow-up

LegislativeUpdate

Sky reported to the Board that because of the way the legislativesession came to an end, the previously discussed early learninglegislation did not pass. There will be a special session that is

scheduled for June t-20, 2015 to discuss the budget. Sky willupdate the Committee as needed.

No Action/Follow-up

PreliminaryBudget

Cathie Odom reviewed the Early Learning Coalition of BrevardCounty FY 15.L6 Operational Budget (see attached). TheCommittee reviewed the operational budget and discussed theneeds for FY L5.1-6. After much discussion about lT and Quality

Mark Broms motioned for theapproval to fund the FloridaFirst Start program at9O%olthe FY 14.15 budget.

PAGE 1 OF ¿nY¿oÉn\nEs

expend¡tures, the Committee determined that a discussion willoccur at the Quality lnitiatives Committee meeting related to thepossibility of funding for a local QRIS pilot. The Technologylmprovement Committee will be discussing the technologyneeds for the FY 15.1-6 as well.The Committee discussed the possibility of reducing the L5.16Florida First Start funding in order for the Coalition to supportadditional mandated state Quality initiatives. lt was determinedthat the Florida First Start program funding for the FY 1-5.1-6 willbe reduced by about 10%.

The Committee will review the changes and approve the FY

15.16 operational budget at the June meeting.

Jeffrey Harrison seconded themotion. The motion passed

unanimously by all ExecutiveCommittee members.Beth Mills, Brevard PublicSchools Representativeabstained from the vote (see

attached Form 88).

OEL Reob Request Cathie Odom reviewed with the Committee the Early LearningCoalition of Brevard County Total Summary FY L4.15 (Total

Subsidized Child Care Summary) (see attached). The reportreflected that although the projected deficit is lower, theCoalition is still projecting a deficit of 5730,000. The Committeeagreed that the Coalition should send a Re-obligation letter toOEL.

Beth Mills motioned to approvethe request for $230,000 re-obligation funds for OEL.

Jeffrey Harrison seconded themotion. The motion passed

unanimously by all ExecutiveCommittee members.

Fiscal ReportingDraft

The draft was not available for review, but will be sent out viaemail for review and discussed at the next meeting.

Cathie Odom, Director ofBusiness Operations, will sendthe Committee a draft of thenew fiscal report¡nB formatpr¡or to the June meeting.

ProviderRepresentat¡veSeat TermClarification

Sky informed the Committee that a question regarding thelength of time Provider Representatives are to serve on theBoard came up after related documentation was submitted toOEL. The Committee reviewed the Florida Statutes and ELC ofBrevard Bylaws regarding the term lengths for ProviderRepresentatives. The Bylaws do not currently state the length ofthe terms. Sky Beard will follow up with OEL to obtain additionalinformation.

Sky Beard, Executive Director,will follow up with OEL andpresent the committee withrevised bylaws for approval, ifnecessary, at the June meet¡ng.

Public Comment N/A No Action/Follow-upAdjournment The meeting was adjourned at 5:l-9 pm

Next Meeting June 8, 20L5 at 3:30pm

May 20L5 Executive/Finance Committee Minutes Approved:

Respectfully Submitted,

)

ive Coordinator

re

Approved

Signatu re

Executive Director

Date

PAGE è OF ¿nY¿ot5 f,ttÍEs

Early Learning Coalition of Brevard CountyBudget 15.16

Draft 26/8/20151:29 PM

FY14.15 FY15.16 ChangeBudget Budget %

Revenue:

Office Of Early Learning School Readiness Grant Award 17,012,032$ 17,012,032$ 0.00% VPK Grant Award 11,584,283$ 11,584,283$ 0.00% VPK Outreach & Awareness Grant Award 26,527$ 26,527$ 0.00%United Way (all sources) 265,000$ 265,000$ 0.00%Child Care Executive Partnerships Partners 114,842$ 193,400$ 68.41%In-kind Revenue 131,456$ 120,780$ -8.12%Contributions/Match (includes CDBG funding) 58,963$ 60,344$ 2.34%Match Raising Events 12,500$ 2,500$ -80.00%

Total Revenue: 29,205,603$ 29,264,866$ 0.20%

SR Direct Services (Child Care Slots - all funders/match - 79.50% OEL) 14,086,615$ 14,046,942$ -0.28%VPK Direct Services 11,132,496$ 11,132,496$ 0.00%ELC Operations 2,772,073$ 2,741,437$ -1.11%ELC Quality Initiatives 923,868$ 1,020,492$ 10.46%Home Visiting Contract 290,551$ 261,500$ -10.00%QRIS Initiative -$ 62,000$

Total Expenses: 29,205,603$ 29,264,866$ 0.20%

Net Income/(Deficit) -$ -$

Early Learning Coalition of Brevard CountyFY 15.16

Operational Budgetdraft 2

6/8/20151:59 PM

86.98%FY 15.16 FY 15.16 FY 15.16 FY 14.15 $ Change % Change

Coalition OperationsCoalition

OperationsCoalition

OperationsCoalition

Operations

(if applicable) (if applicable)

Revenue: VPK SR Budget Budget

Office Of Early Learning

Admin/Non-Direct 445,549 2,095,653 2,541,202 2,579,090 (37,888) -1.47% Quality 1,020,492 1,020,492 923,868 96,624 10.46% Inclusion 52,928 52,928 35,000 17,928 51.22%In-Kind 17,807 102,973 120,780 131,456 (10,676) -8.12%VPK Outreach & Awareness Grant Award 12,396 12,396 12,396 - 0.00%VPK Monitoring Award 14,131 14,131 14,131 - 0.00%

Total Income: 489,883 3,272,046 3,761,929 3,695,941 65,988 1.79%Expenses:Salaries 301,832 2,016,005 2,317,836 2,342,275 (24,439) -1.04%Payroll Taxes 24,753 165,329 190,082 194,802 (4,720) -2.42%Workers Comp Ins. 1,369 9,144 10,513 9,787 726 7.41%Fringe Benefits 59,431 396,956 456,387 403,780 52,607 13.03%

Total Salaries, Payroll Taxes & Benefits: 387,385 2,587,433 2,974,818 2,950,644 24,174 0.82%

Other ExpensesAudit 2,409 16,091 18,500 18,000 500 2.78%Bank Charges & Finance Fees 156 1,044 1,200 300 900 300.00%Computer/Networking 6,980 46,619 53,599 59,518 (5,919) -9.95%IT Equipment 9,767 65,233 75,000 5,000 70,000 1400.00%Dues and Subscriptions 1,042 6,958 8,000 8,000 - 0.00%Employment Costs 1,253 8,367 9,620 9,620 - 0.00%Equipment Lease 2,018 13,482 15,500 14,614 886 6.06%Furniture & Fixtures 326 2,174 2,500 2,500 - 0.00%Insurance 2,759 18,425 21,184 19,973 1,211 6.06%Legal Services 651 4,349 5,000 5,000 - 0.00%Maintenance/Repairs 3,386 22,614 26,000 29,621 (3,621) -12.23%Office Expense 3,256 21,744 25,000 32,000 (7,000) -21.88%Postage 1,953 13,047 15,000 15,000 - 0.00%Printing & Copying 1,767 8,233 10,000 10,000 - 0.00%Public Education Program 12,396 37,029 49,425 49,425 - 0.00%Rent 25,496 215,596 241,092 234,070 7,022 3.00%Technical Assistance Supplies - 20,000 20,000 38,000 (18,000) -47.37%Telephone 1,367 9,133 10,500 6,000 4,500 75.00%Training 1,302 8,698 10,000 18,900 (8,900) -47.09%Travel 3,530 23,581 27,111 16,200 10,911 67.35%Utilities 2,409 16,091 18,500 18,500 - 0.00%Consultants 469 3,131 3,600 3,600 - 0.00%Unallocated -

Other Expenses Total: 84,692 581,640 666,331 613,842 52,490 In-kind ExpensesComputer/Networking 11,273 67,507 78,780 72,456 6,324 8.73%Public Education Program 6,534 35,466 42,000 59,000 (17,000) -28.81%

In-kind Expenses Total: 17,807 102,973 120,780 131,456 (10,676) -8.12%Total Expenses: 489,884 3,272,045 3,761,929 3,695,941 65,988 1.79%

Difference 0 0 0 0

Notes:Line Item Percent Change

(+/- 10%)Explanation

Bank Charges & Finance Fees 300.00% Change in account type due to OEL requirements, additional fees assessed.

IT Equipment 1400.00% Increase for needed IT improvements for upcoming coalition processing changes

Maintenance/Repairs -12.23% Janitorial contract terminated; services brought in-house

Office Expense -21.88% Decrease in VPK supplies due to online capabilitites

Technical Assistance Supplies -47.37% Decrease due to change in funding proirities - funds shifted to QRIS

Telephone/Connectivity 75.00% Increase due to creation of four telecommuting positions and necessity for phones/internet

Training -47.09% Training limited to manadatory requirements onlyTraining -47.09% Training limited to manadatory requirements only

Travel 67.35% Increase due to creation of four telecommuting positions, along with position duties

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Early Learning Coalition of Brevard County, Inc.

BYLAWS Article I Name and Location of Organization Section 1.1. Name of the Coalition The name of the organization shall be the Early Learning Coalition of Brevard County, Inc. hereinafter sometimes referred to as the Coalition. Section 1.2. Location of the Coalition The principal office of the organization shall be located in Brevard County. The Coalition may have offices within the county as the members may determine or as the affairs of the organization may require. Article II Purpose, Intent and Responsibilities

Section 2.1. Purpose of the Coalition

It shall be the purpose of the Coalition to diligently and efficiently carry-out the intent of the School Readiness Act, the enabling legislation, set forth in Section 411.01 Florida Statute and House Bill 1A enrolled during the 2004 Legislative session, creating Part V of Chapter 1002, Florida Statute (as may be amended from time to time), including but not limited to: Assisting parents and the local community by providing opportunities for the at-risk birth to kindergarten population to enhance their opportunities for education success through participation in quality school readiness programs; reviewing the administrative and financial services and evaluating program performance related to early education and care that are provided by various groups; evaluating the performance of the various provider groups and distributing available funds to such groups in accordance with the intent of the School Readiness Act and the Early Learning Voluntary Education Program. Section 2.2. Not for Profit Corporation The Coalition shall promote and pursue its purpose and other lawful business through the exercise of powers permitted to not for profit corporations under chapter 617 of the Florida Statutes; provided however, that this corporation, in exercising it’s purpose shall do so as a tax exempt organization in accordance with Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended.

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Article III Membership

Section 3.1. Number of Members The Early Learning Coalition of Brevard shall have at least 15 members but no more than 30 members Section 3.2. Membership Members of the Coalition are mandated through the Florida Statute noted in section 2.1. With the exception of the private for profit child care provider and faith based child care provider, these individuals serve continuously while they are in their respective positions. A member who no longer represents his/her constituency shall notify the chair in writing and their seat shall remain vacant until the organization or group they represent identifies a new representative. Selection of members shall be addressed by the Nominating Committee in accordance with the requirements set forth in Florida Statute. Section 3.2.1 Mandated Members

a. Regional Administrator or designee, Department of Children and Families, who is authorized to make decisions on behalf of the department

b. Superintendent or designee, Brevard County Public Schools, who is authorized to make decisions on behalf of the district.

c. Executive Director or designee, CareerSource Brevard d. Director or designee, Brevard County Health Department e. Children’s Services Council or Juvenile Welfare Board Chair or Executive Director, if applicable f. Agency Head of a local licensing agency, if applicable. g. Head Start Director h. A representative of private for- profit child care providers, including private for-profit family child

care homes i. A representative of faith based child care providers j. A representative of programs for children with disabilities under the Federal Individuals with

Disabilities Education Act k. President or designee of Eastern Florida State College l. One member appointed by the Brevard County Board of County Commissioners or the governing

board of a municipality m. A central agency administrator, where applicable n. The Governor shall appoint the chair and two additional members, who shall meet the same

qualifications as private sector business members Section 3.2.2 Private Sector Business Members The Coalition will have more than 1/3 of its members from the private business sector as defined in the Office of Early Learning policy number OEL-PI-0003-05 or its amendments. Section 3.3. Tenure of Coalition Members Members shall be elected so that there are always three classes of approximately equal size, with the term of each class ending in consecutive years in order to achieve the required consecutive three-year terms, with the exception of the Governor’s appointees who may serve 4-year terms. The initial members shall be elected for initial terms of three years, each which shall be considered one term. Members elected after the initial terms

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shall be elected for a term of three years. Members elected after March 1, 2006 shall be elected for a term of four years. Section 3.4. Membership duties Serving on the Coalition will require a commitment of time including regular coalition meetings, committee involvement, reading and becoming educated about many aspects of early childhood development and school readiness. 3.4.1 Representatives not appointed by the Governor who are elected prior to March 1, 2006 may serve a

maximum of two consecutive three-year terms. Representatives elected after March 1, 2006 may serve a maximum of two consecutive four-year terms. A representative elected to fill a position for one year or less will be eligible to serve two additional terms as described above. Members may be nominated to serve additional terms after a one year break in service.

3.4.2 Any representative may be removed by a two-thirds (2/3) vote of a quorum of the members whenever, in

their judgment, the best interest of the organization would be served. The Chair prior to the next Coalition meeting shall give notice of removal in writing to the members.

3.4.3 Any member may resign by giving written notice to the Chair and the Executive Director of the

Coalition. Such resignation shall take effect at the acceptance of such resignation by the Coalition. 3.4.4 Members will not receive any compensation for their services. The Coalition may approve

reimbursement for expenses related to authorized Coalition business upon meeting. 3.4.5 Members of the Coalition are subject to the Ethics Provisions in Chapter 112, (Part III of the Florida

Statutes). 3.4.6 Unexcused absences from two (2) consecutive meetings or four (4) regularly scheduled meetings within

a fiscal year (July-June) by an appointed, voting member is equivalent to resignation from the Coalition. 3.4.7 Mandated members absent from two (2) consecutive meetings or four (4) regularly scheduled meetings

within a fiscal year (July-June) without due cause may be notified by the Chair that their membership is not in good standing.

Article IV Voting Section 4.1. Voting All members of the Coalition shall have equal voting rights and equal privileges. 4.2.1. Fifty-one percent (51%) of the voting members shall constitute a quorum for the transaction of business

at any meeting of the Coalition. If less than fifty-one percent (51%) of the members are present at said meeting, a majority of the Coalition present may adjourn the meeting without further notice.

4.2.2. A quorum could be met by the use of a conference call, providing that the public is given proper notice of

a telecommunications meeting and reasonable access to observe and, when appropriate, participate. All recording requirements must be met.

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Section 4.3. Meetings Regular meetings shall be held at a time and place to be decided by the members. The Coalition will meet as needed in order to conduct the coalition’s business. The date of any regular meeting may be changed by the Executive Committee in a scheduled meeting where a quorum of members is present. Notification of changes to a regularly scheduled meeting shall be publicly noticed within a reasonable amount of time. 4.3.1. The annual meeting of the Coalition will be held each year in the first quarter after the end of the fiscal

year. 4.3.2. Special meetings of the membership may be called by or at the request of the Chairman or Executive

Committee. The person or persons authorized to call special meetings may fix any place within Brevard County as the place for holding any special meetings called by them.

4.3.3. Agenda and Order of Business The Coalition Chair and Staff will establish an agenda and order of business to include a Treasurer’s report and public comment for each meeting held by the Coalition. 4.3.4. Minutes of all Coalition meetings shall be kept. These minutes shall be provided to members at least five

(5) days prior to the next scheduled meeting. 4.3.5. Meeting of the Coalition shall be open to the public. Section 4.4. Parliamentary Authority All meetings will be conducted in general accordance with the current edition of the Modern Rules of Order. Article V Officers

Section 5.1. Election of Officers A voting member shall be eligible for nomination and election to any elective office in the Coalition. 5.1.1. A Nominating Committee shall be elected by the Coalition members, and shall convene for the purpose

of certifying the eligibility of member candidates for office and to prepare an official slate of nominees. Nominations may be made from the floor.

5.1.2. Each elected officer shall take office at the end of the annual meeting where they will be installed and

shall serve for a term of one year or until a successor is duly qualified and elected. Officers may serve in the same position for a maximum of two consecutive years.

5.1.3. If an office is vacated prior to the scheduled expiration of the term the Chair shall call for voluntary

appointments to the vacated office. If more than one member volunteers, the Chair shall call for a ballot vote. If there are no voluntary appointments, the Chair may appoint a member to the office. The appointment will be approved by the members to fill the vacancy until the term ends.

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Section 5.2. Officers of the Coalition 5.2.1. The Chairman shall preside at all meetings of the Coalition and perform the duties, which are usually

executed by the Chief Executive Officer. The Chair shall call for voluntary chairpersons appointments of all committees and may appoint a chairperson if there are no volunteers and perform such other duties as prescribed by the Coalition.

5.2.2. The Vice-Chairman shall perform the duties of the Chairman when the Chair is absent and have such

other responsibilities as may be designated by the Chairman. 5.2.3. The Treasurer shall keep an account of moneys received and expended for the use of the Coalition and

should make a report at all regularly scheduled Coalition meetings. 5.2.4. The Secretary shall ensure that notice required by these bylaws is given and shall keep records of all

proceedings of the Coalition. The Secretary may perform any other duties incident to the Office of Secretary.

5.2.5 In the event that any office of the Executive/Finance Committee (Chairman, Vice-Chairman, Treasurer,

Secretary) becomes vacant and is seated with an interim position, the interim position is to be maintained as an officer until the next annual election, or until deemed necessary by a majority vote of the full board when a quorum is established, at which time a new member may be elected.

5.2.6 The Executive/Finance Committee has final authority in situations where emergency action is necessary.

The Executive/Finance Committee may make decisions on behalf of the full board of directors in between regularly scheduled board meetings.

Section 5.3 Election of Provider Representatives 5.3.1 In the event that a vacancy of a Provider Representative seat becomes vacant on the board, the Executive

Director will send notification to all currently contracted early learning providers regarding the vacancy. The notification will include information about the nomination or application process, the specified timeline for submitting documentation and contact information for further information.

5.3.2 Candidates with a minimum of two unique nominations will be placed on a ballot and submitted to all

currently contracted early learning providers for a vote. Votes may be submitted to the Coalition via mail, office drop off, fax or email.

5.3.3. The Coalition will tally all votes received by the advertised due date and time. Any votes received after

that time will not be counted in the final tally. The nominee with the majority vote (over 50%) will be established as the incoming Provider Representative. In the event of a tie or if no nominee receives a majority vote, the Coalition will submit an additional ballot to all currently contracted providers for the purpose of a secondary vote. Written communication of the outcome of the vote will be provided to all currently contracted early learning providers.

5.3.4 The Executive Director will notify the Nominating Committee the outcome of the vote. The Chair of the

Nominating Committee will announce the outcome at the next scheduled meeting of the board of directors.

5.3.5 The elected Provider Representative will take membership at the end of the next scheduled meeting of the

of directors. Provider Representatives (private and faith based) are elected for a 4 year term. A maximum of two consecutive terms may be served.

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Section 5.4 Role of the Executive Director The Executive Director works in partnership with the board of directors and implements the policies and directives as established by the board. The Executive Director assists with the board meeting agenda and ensures Coalition staff is available to assist the board as needed. Article VI Committees

Section 6.1. Committee Membership The Chair or Executive/Finance Committee may establish special committees as deemed necessary. The Chair will appoint the Committee Chair. 6.1.2. Each committee shall meet as necessary at meeting times designated by the committee Chair. 6.1.3. The committee Chair shall submit a written report to the members before the next regularly scheduled

meeting if official action is required by the Coalition. 6.1.4 Notice of all committee meetings will be made pursuant to Florida Statute 268.011. Section 6.2. Standing Committees The Early Learning Coalition of Brevard establishes the following standing committees:

o Nominating Committee o Executive/Finance Committee o Strategic Planning Committees

Section 6.3 Nominating Committee The members shall elect the Nominating Committee each year. The Nominating Committee Chair will be appointed by the Chair of the Coalition from among the nominating committee members. 6.2.1. Officers are to be elected during the Coalition’s Annual Meeting. At the prior meeting, the Nominating

Committee Chair shall call for nominations to be submitted prior to the Annual Meeting. 6.2.2. The Nominating Committee Chair shall submit a written slate of officers 30 days prior to the next

meeting. Nominations may be made from the floor. 6.2.3 The Coalition shall elect officers through the use of a ballot vote. Article VII Conflict of Interest

Section 7.1. Conflict of Interest The Coalition members and officers recognize their responsibility to protect the Coalition’s interests and avoid potential conflicts arising between the private interests of a Member, Officer, or Management Staff Member and

Page 7 of 8

his or her responsibilities. The Coalition members shall establish a conflict of interest policy designed to identify circumstances that would fail to serve the best interests of the Coalition. Such policy shall be reviewed at least annually as to its effectiveness and revised if necessary. A conflict of interest is a circumstance, condition, or situation in which the (a) personal interest of a Coalition member or officer, or (b) the interests of any principal by which he or she is retained of (c) the parent organization or subsidiary of a corporate principal by which he or she is retained, may result in personal, financial, professional, and political gain at the expense of or to the detriment of the Coalition and is purposes. Article VIII Record Keeping, Fiscal Year, & Audits

Section 8.1. Record keeping Correct and complete books and records of the proceedings of the Coalition and its committees are the responsibility of the elected Secretary. Records of the coalition’s financial accounts are the responsibility of the Treasurer. Section 8.2. Fiscal Year The fiscal year shall commence on July 1 of each year. Section 8.3 Annual Audit The Coalition members shall be responsible for providing for an annual certified audit of the Coalition’s annual financial statements and any required compliance audits. Such audits shall be conducted by an independent firm of certified public accountants with demonstrated expertise in the area of publicly funded not for profit organizations. Article IX Governance Section 9.1 Governance Document The Coalition shall adopt a governance document. The Coalition’s interpretation of the governance document shall be considered the correct interpretation when reached by majority vote. Article X Bylaws Section 10.1. Implementation These Bylaws shall become effective immediately upon adoption. The Coalition’s interpretation of the bylaws shall be considered the correct interpretation when reached by majority vote.

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Section 10.2. Amendments These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a 2/3 vote of the members present at any regular meeting or at any called meeting of the members, if at least fourteen (14) days written notice is given of an intention to alter, amend, or repeal these Bylaws at such meeting. These bylaws are a part of the Coalition’s early learning plan. Any amendment to them constitutes an amendment to the plan. Original Date: 08/26/99 1st Revision: 09/21/99 2nd Revision: 09/29/99 3rd Revision: 08/22/00 4th Revision: 05/06/02 5th Revision: 01/06/03 6th Revision: 05/05/03 7th Revision: 08/01/05 8th Revision: 01/09/06 9th Revision: 03/06/06 10th Revision: 10/21/08 11th Revision: 01/19/10 12th Revision: 9/21/10 13th Revision: 3/11/13 14th Revision: 3/18/14 15th Revision: 5/20/14 16th Revision: 6/8/15