NASHVILLE TRANSITIONAL GRANT AREA

BY L AW S
NASHVILLE RYAN WHITE PART A
PLANNING COUNCIL

Where this document refers to other policies and procedures

not contained within this document these will be found, when
adopted by the PC, in a companion Planning Council Policies &
Procedures manual.

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Index

Article I: Name and Legal Authority ………………………...…Page 3

Article II: Mission………………………………………………......Page 3
Article III: Purpose ……………………………………………......Page 3-4
Article IV: Membership………………………………………...….Page 4-5
Article V: Membership Requirements………………….……....Page 5-6
Article VI: Meetings……………………………………………......Page 6-7
Article VII: Officers and Elections……………………………....Page 7-8
Article VII: Committees………………………………………..….Page 8-11
Article IX: Official Communications and Representations...Page 11
Article XI: Grievance Procedures………………………….…....Page 12
Article XII: Amendments……………………………………….....Page12

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ARTICLE I

NAME AND LEGAL AUTHORITY

Section 1. Name: The name of this planning council is the Nashville Transitional
Grant Area Planning Council (NTGA-PC).

Section 2. Origin: This Council was created under the authority of the Mayor of
Nashville in 2007.

Section 3. Area Covered by Transitional Grant Area: The TGA area,

determined by federal grant, includes the following counties: Cannon,
Cheatham, Davidson, Dickson, Hickman, Macon, Robertson, Rutherford,
Smith, Sumner, Trousdale, Williamson & Wilson.

ARTICLE II

MISSION
The Planning Council will dedicate its collective knowledge, expertise and efforts
to maintain and improve the health of individuals living with HIV/AIDS residing in
the TGA through a systematic process of planning, priority setting and allocation
of Ryan White Part A funds.

ARTICLE III

PURPOSE
The purpose of the Planning Council (PC) is to provide effective and efficient planning for the
Nashville Transitional Grant Area to promote development of HIV/AIDS health care and support
services that meet regional needs. Emphasis is placed on the identification and engagement of
the uninsured, underinsured, emerging affected populations and all historically under-represented
groups living with HIV.

Section 1: The Planning Council is charged with and authorized to:

A. Develop and implement bylaws and policies to carry out its

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legislated duties and to make planning tasks function efficiently.

B. Assess the TGA’s HIV/AIDS service needs by conducting a Needs

Assessment (in partnership with the MPHD Ryan White Program) .

C. Establish priorities for the allocation of funds and to provide

directives to the Grantee to guide the Grantee in meeting the PC
priorities.

D. Develop a comprehensive plan in partnership with MPHD Ryan White

Program for the organization and delivery of HIV services that is
compatible with existing State and local plans and participate in the
Statewide Coordinated Statement of Need.

E. Develop Standards of Care for the delivery of Ryan White services.

F. Assess the Administrative Mechanism to determine how efficiently

the Grantee procures services and disburses funds, monitors
contracts, provides prompt reimbursements to providers, supports
the Council’s planning process, and follow Council allocations.

G. Coordinate with other HIV/AIDS funding streams and services.

H. Plan a Continuum of Care to direct consumers and providers to Ryan

White services.

I. Advise the Grantee office (Metro Public Health Department) on other

matters related to Part A funding of services.

ARTICLE IV

MEMBERSHIP

Section 1. Definition: A member of this Planning Council is any person who has
been duly appointed by the Mayor of Nashville (CEO), or designee
(MPHD).

Section 2. Composition: As defined by HRSA legislation the Planning Council will

reasonably reflect the demographics of HIV/AIDS in the area and its
composition shall be in accordance with Ryan White Part A grant
requirements. The Planning Council shall ensure that its full membership
and the subset of unaffiliated consumer members shall proportionately
reflect the ethnic, racial, and gender characteristics of local HIV/AIDS
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prevalence.* The Planning Council shall consist of no more than 30

members.

Section 3. Term of Office: Commencing on March 2008 all member terms of

office is three years, staggered randomly, to be determined by the
Membership Committee. Members are limited to two consecutive terms;
any extension of terms will be subject to the policies outlined in the PC’s
Policies & Procedures manual.
(Members of the Planning Council elected prior to 2009 shall
have their terms adjusted to ensure that only one third of the
Council is retiring in any year)

Section 4. Compliance: The Planning Council shall further ensure that the
Council membership meets all Ryan White and HRSA requirements.

Section 5. HIV/AIDS Representation: In all categories where not specifically

required, the nominating body is strongly encouraged to give additional
consideration to qualified candidacies of persons living with or care givers
to those living with HIV/AIDS.

ARTICLE V

MEMBER REQUIREMENTS

Section 1. Attendance: Council members are expected to attend all regularly

scheduled or called Council meetings.

A. Any member missing more than two consecutive meetings without

excuse may be subject to recommendation for removal by the CEO
(Mayor).
B. A member who cannot attend a meeting may be excused for any
reason deemed valid by the Chair of the Planning Council or as
recommended by the Community Liaison of the Ryan White Programs.
Valid reasons would include illness, hospitalization, attending a
conference, employment-related schedule conflicts, personal and
family emergencies,

Section 2. Committee Assignments: Council members are required to be a

member of at least one standing or ad hoc committee.

Section 3. Conflict of Interest: The Planning Council shall follow the “Conflicts
of Interest” guidelines as approved by the Planning Council. Council
members shall annually sign a written statement agreeing to voluntarily
disclose any interests in a transaction or decision where the member;
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member’s family, including domestic partners; employer; or business

affiliation, including board membership, will receive a benefit or gain.
Council members should provide open disclosure and description of
potential conflicts, and abstain from voting in the event of an actual conflict
as determined by the Council. This statement is included in the Planning
Council Application form.

Section 4. Open Nominations Process: The Planning Council shall follow the
“Open Nominations Process”, as approved by the Planning Council.

Section 5. Removal/Replacement: A Council Member may be removed or

replaced by the Mayor, for failing to meet requirements as set out in the
application form, the most recent by-laws and the Code of Conduct. The
Executive Committee may also recommend removal of any member failing
to comply with these requirements.

ARTICLE VI

MEETINGS

Section 1. Open Meetings: All appropriate meetings of the PC, and of all its
committees, shall be subject to not only HRSA’s “Open Meeting”
requirements, but also State requirements. Thus all meetings shall be
announced to, and open to, the public with time allocated for public input.
All meeting minutes are a matter of public record. Members of the public
attending meetings do not have voting rights on the PC.

Section 2. Conduct of Meetings: The Chair will facilitate meetings according to

a published agenda. Consensus from PC members will be sought, insofar
as time and circumstance permits. In the absence of consensus, the Chair
has authority to make the decision to call for a vote among all members
present. Meetings of the PC shall be conducted according to general
precepts of Robert’s Rules of Order. In instances of dispute the current
edition of “Robert’s Rules of Order, Newly Revised” will be the authority in
such matters, except where superseded by the PC’s Bylaws, standing
rules, and/or applicable laws.

Section 3. Regular meetings: The PC shall meet monthly at a time and place to
be designated by the Chair & Grantee Office. The Chair may cancel up to
three monthly meeting per year in agreement with the Grantee Office.
Additional meetings may be cancelled by request of the full Planning
Council.
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Section 4. Special Meetings: Special meetings may be called by the Chair or the
Executive Committee or at the request of the Grantee Office upon
reasonable notice. A third or more of the members of the Council may also
request a special meeting. If a third or more of members of the PC request
a special meeting, the request must be submitted in writing/email to the
Planning Council through the PC support staff (MPHD). The PC support
staff (MPHD) is obliged to call the meeting within ten (10)business days of
receipt of the written request. Public Notice must be provided for such
meetings.

Section 5. Quorum: The quorum for any regular or special Council meeting shall
be no less than one half of all appointed Planning Council Members.

Section 6. Maintenance of Records: Planning Council support staff shall

maintain files including all Planning Council documents, minutes,
recordings and correspondence.

ARTICLE VII

OFFICERS AND ELECTIONS

Section 1. Officers: The officers of the PC shall be the Chair and the Vice-Chair.
The Chair of the Planning Council can not be an employee of the Grantee.

Section 2. Term of Office: The officer’s terms of office shall be two years which
may be staggered.

Section 3. Election: The Chairperson and the Vice-Chair shall be elected by a

majority vote of appointed members of the Council at the first council
meeting of the calendar year, after a month-long nominations period.

Section 4. Duties of the Chair: The Chair shall preside over all regular or any
special meetings of the Council and at the Executive Committee. The
Chair shall:
A. Assign the members of the Council to its committees in agreement with
the Grantee Office,
B. Approve any committee chairs, in consultation with the Executive
Committee,
C. Engage in regular reports/discussions with the HRSA Project Officer
during grantee/HRSA conference calls.
D. Represent the Council at functions, events and other public activities as
necessary,
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E. Consult with and advise the Council support staff (MPHD), regularly, and
the Ryan White Part A Program Director (MPHD), as needed.
F. Certify appropriate notices and minutes of the meetings of the Planning
Council.
G. Attend to such other duties and responsibilities as assigned by the
Grantee Office (as the designee of the CEO) or the Planning Council.
H. Facilitate the meetings of the Planning Council.

Section 5. Duties of the Vice-Chair: If the Chair is unavailable or absent, the

Vice-Chair shall assume the duties of the Chair as stated above. The
Community Liaison serves as Parliamentarian of the PC.

ARTICLE VIII

COMMITTEES

Section 1. Executive Committee: The Executive Committee shall be comprised

of the Planning Council Chair, Planning Council Vice – Chair and at least
two other appointed chairs of other committees, selected by the Chair and
approved by the full Planning Council. Prior to the scheduled Planning
Council meetings the Executive Committee shall meet and review the
work of the standing and ad hoc committees and compile the agenda of
the Planning Council meeting. The Executive Committee is responsible for
developing a budget for PC support in cooperation with the Grantee,
assessing the administrative mechanism and other duties as assigned by
the Chair of the Planning Council.

Section 2. Membership Committee:

A. Reviews, at least semi-annually, the current epidemiological trends

to ensure the reflective composition of the Council in accordance
with all TGA Counties, Ryan White legislation and other policy and
PC composition requirements;
B. Recruits and interviews potential applicants for PC membership
and recruit potential applicants for committees;
C. Develops training for the members of the Council to educate them
on matters and topics related to the Council and HIV/AIDS service
and related issues;
D. Assists in orientation planning for new Council members to
acquaint them with the Council’s role, processes and functions;
E. Recommends candidates for committee, task force and other
working group membership to the Council;
F. Reviews membership and open nominations requirements to insure
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compliance with the by-laws and Ryan White legislation.

G. Other duties as assigned by the Planning Council Chair.

Section 3. Policies & Procedure Committee:

A. Recommends amendments to or a revision of Bylaws to reflect

current and future goals, requirements and/or objectives;
B. Recommends, develops and implements Council policies and
procedures to insure compliance with applicable bylaws and the
Ryan White legislation;
C. Other duties as assigned by the Planning Council Chair.

Section 4. Care Strategies Committee:

A. Reviews existing Standards of Care based on best practices and

advise the Executive Committee and Planning Council.
B. Recommends revisions of Standards of Care as warranted to
insure appropriate delivery of services.
C. Develops a Comprehensive Plan for PC review and approval.
D. Other duties as assigned by the Planning Council Chair.

Section 5. Community Access Committee:

A. Assists the other committees of the Planning Council to assure that

the work of the Planning Council is performed in a culturally
sensitive manner;
B. Identifies traditionally underserved and/or hard to reach
populations.
C. Creates liaisons and/or relationships with traditionally underserved
and/or hard to reach populations.
D. Other duties as assigned by the Planning Council Chair.

Section 6. Needs Assessment Committee:

A. Oversees the development and creation of the Needs Assessment.

B. Assists in Drafting appropriate grant applications.
C. Other duties as assigned by the Planning Council Chair.
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Section 7. PSRA Committee:

A. Recommends annual priorities and allocations procedures for the

PSRA process.
B. Establishes and recommends reallocation procedures and
processes to insure efficient and effective use of funding
C. Reviews funding allocations for health and support services to
women, infants, children and youth with HIV disease.
D. Other duties as assigned by the Planning Council Chair.

Section 8. Ad Hoc/Other Committees: The PC Chair, Vice-Chair, Executive

Committee and Committee Chairs may create such ad hoc committees,
task forces, or work groups as it deems necessary and appropriate. These
groups may be dissolved by the Executive Committee.

Section 9. Committee Membership:

A. With PC approval, the Grantee Office may appoint members to

committees.

B. With the permission of the PC Chair and/or Vice-Chair interested

members of the public may become members of a Committee.

C. Interested members of the public may not be decision making members

of the Executive, Policies & Procedures and Membership Committees.
Members of the Public may not vote or be part of any consensus process
regarding the governance of the Planning Council.

E. No employees, Board Members or Contractors of Ryan White Service

providers can serve as voting members on the Community
Access/PLWHA Committee.

F. All Chairs of Committees must also be full members of the Planning

Council.

ARTICLE IX

OFFICIAL COMMUNICATIONS AND REPRESENTATIONS

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Section 1. Representation/Misrepresentation: No officer or member of the

PC shall commit any act or make any statement or communication under
circumstances that might reasonably give rise to an inference that he or
she is representing the Council (including, but not limited to:
communications upon any PC stationery or PC computer system, public
acts, statements, or communications in which he or she is identified as a
member of the Council) with the exception of:
A. Actions or communications that are clearly within the policies of the
Planning Council and have been authorized in advance by the Planning
Council;
B. Actions or communications by the Chair of any committees that are
necessary for and/or incidental to the discharge of duties imposed upon
them by these Bylaws or by the resolutions of the Planning Council;
C. Communications addressed to the particular member of the Grantee
Office or organization that nominated the member for appointment to the
Planning Council.
D. Communications addressed to other members of the Planning Council or
to its staff.

SECTION 2. Confidentiality: No officer or Member of the PC will

disclose information of a personal nature that would
constitute an invasion of personal privacy, including any
disclosure of medical information or personnel matters.

ARTICLE X

GRIEVANCE PROCEDURES
The Planning Council shall follow the “Grievance Procedure”, as approved by the
Planning Council which shall comply with the requirements of Ryan White Legislation
and HRSA guidelines.

ARTICLE XI

AMENDMENTS
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The Council shall have the power to recommend amendments, or the revision of these
Bylaws at any meeting at which a quorum is present, providing that written notice of the
proposed change is given at least ten business days prior to such meeting. Bylaws may
be revised or amended by a two thirds majority vote of the members present at the
meeting The Grantee Office shall be advised of any such changes. In no event shall the
Bylaws be changed in such a manner as to establish a conflict with HRSA’s Ryan White
Act.