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LWDB Bylaws

KANSAS LOCAL AREA I
WORKFORCE INVESTMENT BOARD, INC.
AMENDED BYLAWS

ARTICLE I: OFFICES

Section 1. Principal Office. The principal office for the transaction of the business of the corporation is currently located at the Elmore Center, 631 Crawford, Suite 206, Salina, Kansas, 67401. The location of the principal office may be changed by action of the LWIB.

Section 2. Registered Office. The corporation, by resolution of its board of directors, the Kansas Local Area I Workforce Investment Board (LWIB), may change the location of its registered office as designated in the Articles of Incorporation to any other place in Kansas. By like resolution the resident agent at such registered office may be changed to any other person or corporation, including itself. Upon adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged and filed with the Secretary of State.

Section 3. Other Offices. Branch or subordinate offices may at any time be established by the board of directors at any place or places where the corporation is qualified to do business.

ARTICLE II: MEMBERSHIP

Section 1. Membership. Members of the LWIB shall be appointed by the Kansas Workforce Investment Act Area I LEO Board (LEO) in accordance with the Section 117 of the Workforce Investment Act of 1998 (Public Law 105-220) (WIA). Accordingly, membership shall be representative of the general population of the Kansas Workforce Investment Act Area I, including representatives of private business, industry, education and representatives of local and state public entities. Appointments shall be for staggered three (3) year terms beginning on July 1, with approximately one-third (1/3) of the membership’s terms expiring each year. Appointments are subject to prior resignation or removal. A majority of the membership shall be comprised of representatives of business.

Section 2. Resignation from Membership. A resignation from membership shall be presented to the LWIB and the LEO for its appointment to fill the unexpired term.

Section 3. Removal. If, for any reason, an LWIB member no longer represents the WIA membership category for which that member was appointed to represent on the LWIB, that member shall be automatically removed from LWIB membership. Any member who is absent without giving prior notice and cause from three (3) consecutive regular meetings of the LWIB is subject to removal and replacement by the LEO. As used herein, the term absent means not physically present and not present by telephone. If any member shall commit any act prejudicial to the conduct of the affairs of the corporation or the purposes for which it is formed, such person shall be notified in writing to appear personally before the LWIB at a designated time not less than thirty (30) days after such notification and at such time, be given a hearing. By a two-thirds vote of all of the LWIB members present at the meeting, the person may be removed from membership written notices hereunder shall be delivered by registered mail to the member’s last known address.

Section 4. Regular Meetings. Regular meetings of the LWIB shall occur at least once each quarter of the year according to an annual schedule approved by the LWIB at its first meeting after July 1st of each year. Upon approval of the annual schedule, which shall also include regularly scheduled committee meetings, the annual schedule shall be published in the newspapers regularly utilized to provide notice of meetings of the LWIB. The notice requirements of the Kansas Open Meetings Act and all other applicable laws shall be complied with concerning regular and special meetings of the LWIB and its committees.

Section 5. Special Meetings. Special meetings of the LWIB, for any purpose or purposes whatsoever, may be called at any time by the chairperson of the LWIB with at least two (2) working days notice to the members of the LWIB and LEO and the public. Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for regular meetings of the LWIB. Notices of any special meeting shall specify in addition to the place, day and hour of such meeting, the general nature of the business to be transacted.

Section 6. Quorum. The presence, in person or by telephone conference call or other communications equipment with which all persons participating in the meeting can communicate with each other, of a majority of the currently appointed LWIB members at any meeting, shall constitute a quorum for the transaction of business. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. In such case, the chairperson will declare the meeting adjourned when all business has been transacted. All action of the LWIB shall be taken by a show of hands or spoken affirmation in an open meeting. No action may be taken by secret ballot.

Section 7. Conflict of Interest. An LWIB member shall declare a conflict of interest, refrain from entering into the discussion of the matter as an LWIB member and not cast a vote on any matter which has a direct bearing on services to be provided by, or authority or responsibility to be imposed upon, that member or any employer of such member or organization which that member directly represents, or on any matter which would financially benefit such member, an immediate family member of such member or any employer of such member or organization such member represents. In the event an LWIB member fails to comply with these conflict of interest provisions, the chairperson of the LWIB may, upon a reasonable belief of an LWIB member’s conflict of interest, bar the member from the discussion and vote on the matter.

Section 8. Open Records. The LWIB and its staff shall comply with the WIA and all other applicable state and federal laws concerning the availability for public access and inspection of its official documents.

Section 9. Inspection of Bylaws. The LWIB shall keep in its principal office for the transaction of business the original or a copy of these bylaws as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the member’s at all reasonable times during ordinary business hours.

ARTICLE III: POWERS

Section 1. General Powers. Subject to limitations of the Articles of Incorporation, of the bylaws, and of the Kansas Corporation Code as to action which shall be authorized or approved by the members, and subject to the duties of directors as prescribed by the bylaws, all corporate powers shall be exercised by or under the authority of and the business and affairs of the corporation shall be controlled by, the LWIB.

Section 2. Specific WIA Duties. In addition to general corporate powers, the LWIB has specific duties pursuant to the WIA and other applicable federal and state laws and regulations, those duties include:

  • Develop the Five-year Local Workforce Investment Plan and any amendments thereto as specified in WIA, and jointly with the LEO submit the Plan and any amendments to the Governor of Kansas.
  • Jointly with the LEO, negotiate with the State of Kansas WIA program performance standards for the Kansas Workforce Investment Act Area I.
  • Define the duties of and designate the entities to act as One Stop Operators, and when appropriate terminate One Stop Operators for cause, with the consent of the LEO.
  • Identify local entities which fulfill the WIA definition of One Stop Partner, including any optional Partners, and enter into an appropriate agreement with each for coordinated service delivery and support of the One Stop delivery system, subject to LEO approval.
  • Appoint a youth council or committee with LEO consent and, subject to recommendations of the youth council or committee, select youth service contractors, award service delivery contracts and oversee performance of contractors.
  • For adults and dislocated workers, identify eligible providers of intensive services (if any are required in addition to the One Stop Operators), identify eligible providers of training services, enter into appropriate agreements with each, and oversee delivery of customer services by contractors.
  • To the extent that available funds do not permit service to all adult applicants, develop a system for prioritizing delivery of intensive and training services to those having the highest level of need.
  • Develop a budget for the LWIB’s operations, subject to LEO approval; and if the LWIB is not the WIA grant recipient and/or fiscal agent, direct the disbursement of WIA funds in accordance with WIA and contractual requirements.
  • Coordinate services with the economic development and employer communities, and
    conduct outreach to employers to foster utilization of the WIA service delivery systems in recruitment and training of their workforce.
  • Jointly with the LEO, conduct oversight and evaluation activities for the WIA service delivery systems as a whole and of individual components thereof, to ensure continuous improvement of service quality and performance.

ARTICLE IV: OFFICERS

Section 1. Officers. The officers of the LWIB shall be a chairperson, chair emeritus, a vice-chairperson, a secretary and a treasurer. At the discretion of the LWIB, other officers as may be appointed. Any number of offices may be held by the same person, except the office of chairperson.

Section 2. Election. The officers of the LWIB shall be chosen annually by the LWIB, and each shall hold his office until he shall resign or shall be removed or otherwise, disqualified to serve, or his successor shall, be elected and qualified.

Section 3. Chairperson. The chairperson, shall, if present, preside at all meetings of the LWIB and the Executive Committee, represent the LWIB in dealings with federal, state and local entities, execute and deliver, in the name the LWIB, letters, contracts and other official documents, and exercise and perform such other powers and duties as may be from time to time assigned to him by the LWIB or prescribed by these bylaws. The chairperson is the chief executive officer of the LWIB and shall be selected from among the business sector representatives on the LWIB.

Section 4. Chair Emeritus. The Chair Emeritus position will be represented by past Chairperson/s.

Section 5. Vice-Chairperson. In the absence or disability of the chairperson, the vice- chairperson shall perform all the duties of the chairperson, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the chairperson. The vice- chairperson shall have such other powers and perform such other duties as from time to time may be prescribed by the LWIB or these bylaws.

Section 6. Secretary. The secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the LWIB may order, of all meetings of the LWIB, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present, the members present and the proceedings thereof. The secretary shall, give, or cause to be given, notice of all the meetings of the LWIB and its committees, as required by these bylaws or by law to be given, and shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the LWIB or these bylaws.

Section 7. Treasurer. The treasurer shall keep and maintain or cause to be kept and maintained, adequate and correct accounts of the business transactions of the LWIB. The treasurer shall have such other powers and perform such other duties as may be prescribed by the LWIB or these bylaws. He shall be bonded, if required by the LWIB.

Section 8. Executive Committee. The Executive Committee shall consist of the chairperson and chairs of the LWIB standing committees and shall include at least one Human Resources Professional. The Executive Committee is empowered to act in lieu of the LWIB when matters arise that must be dealt with between regular meetings of the LWIB that are not of the magnitude to warrant a special meeting of the entire LWIB, including the handling of personnel issues. In such cases, the Executive Committee should remain consistent with the existing philosophies, policies and procedures of the LWIB and such action should be reported to the entire LWIB in writing.

Section 9. Other Standing Committees. The other standing committees of the LWIB are Program Operations, One-Stop, Youth Council and Fiscal. The chairs and members of these committees are annually appointed by the chairperson of the LWIB. These committees are empowered to provide oversight and formulate recommendations for consideration by the LWIB but not to act in lieu of the LWIB. A motion coming to the LWIB from the Executive Committee or one of these standing committees does not require a second for consideration by the LWIB. The LWIB and/or the chairperson of the LWIB may establish additional interim/standing committees when needed to assist the LWIB.

ARTICLE V: MISCELLANEOUS

Section 1. Use of Roberts Rules of Order. The most current revision of Roberts Rules of Order shall be used for the conduct of all LWIB and committee meetings except as otherwise provided hereunder or in the Articles of Incorporation.

Section 2. Indemnification of Members and Officers. Indemnification of LWIB members and officers is conditioned upon the provisions of WIA and other state and federal laws, including possibly the Kansas Tort Claims Act, and the LWIB’s insurance coverage.

ARTICLE VI: DISSOLUTION

Section 1. Any dissolution of the LWIB shall be accomplished pursuant to and in compliance with the WIA and all other applicable federal and state laws.

ARTICLE VII: AMENDMENTS

Section 1. Power of LWIB. New bylaws may be adopted or these bylaws may be amended or repealed by a majority vote of the LWIB at any regular or special meeting thereof.

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify that I am the duly elected and acting secretary of Kansas Local Area I Workforce Investment Board, Inc., a Kansas not-for-profit corporation; and the foregoing amended bylaws were duly adopted on the 20th day of January, 2010 and amended the original bylaws of said corporation which were adopted on the 20th day of January, 2001.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the seal of the said corporation this 16th day of April, 2010.
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Seal