MENTAL HEALTH SERVICES OF SOUTHERN OKLAHOMA
CONSTITUTION AND BYLAWS
ARTICLE I - Name
The name of this not-for-profit service organization shall be
Mental Health Services Southern Oklahoma, a corporation, as amended January 28,
1986.
ARTICLE II - Purpose and Philosophy
MISSION STATEMENT-Revised September 8, 2006
Mental Health and Substance Abuse Centers of Southern Oklahoma shall:
educate, advocate and collaborate with our community; decrease stigma, improve
quality of life and health; provide prevention and supportive, recovery-focused
treatment of behavioral health for all persons.
ARTICLE III - Location
The principle Corporate offices shall be located in Ardmore, Oklahoma.
ARTICLE IV - Membership/Organization
A. An annual meeting shall be held on the third Tuesday
of October, or on a date as soon after as convenient, at a place and time
designated by the Board of Directors. At least five day’s notice of this
meeting shall be given by the secretary of the Board to the County Clerks of
the nine counties served by the Corporation. A list of those present at the
annual meeting shall be made and recorded.
B. New members of the Board of Directors will be elected
at the annual meeting by a majority vote of those present and voting. A
slate of nominees will be presented by the Nominating Committee to be voted
on by the membership. Nominations may also be made from the floor.
C. A special meeting of the Corporation may be called by
the President upon the recommendation of the Board of Directors provided at
least five days notice is given to all members.
ARTICLE V- Governing Authority
A. Board of Directors:
1. A Board of Directors of a maximum number of
twenty (20) positions and/or a minimum number of nine (9) members
shall be the ultimate governing authority of the Agency.
2. The term of office of a Board member shall be
for three years and/or until a successor is elected and qualifies.
The intent is that one third members shall be elected each year.
Board terms shall be limited to three (3) terms or a total of nine
(9) years.
If a Board member should resign, there
shall be a waiting period of one (1) year before that individual may
be nominated or appointed to serve on the board again, and service
will be limited to three (3) terms or a total of nine (9) years.
However, as of March 20, 2007, Board members currently serving
and appointed prior to this date will be excluded from the three (3)
term limits, as they will be considered under the "grandfather
clause" and these term limits shall not apply.
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3. Board membership shall involve a minimum of
one (1) member from each of the nine counties of Region VII as
defined by the Oklahoma Department of Mental Health State Plan.
These include Bryan, Carter, Garvin, Johnston, Love, Marshall,
Murray, Pontotoc,
and Seminole Counties. Taking in to consideration
the population of the counties, additional at large members may be
elected at the discretion of the Board.
4. Board Responsibilities: Board members
are expected to assume responsibilities congruent with Board
membership and Board office. Responsibilities include, but are not
limited to:
a. Serving on a Board Committee or committees
to further the work of the Board and agency;
b. Acting as liaison for the service area
community and communicating community needs to the Board and
communicating mental health needs to the community;
c. Fulfilling the duties expected of that
office, when elected to a Board office;
d. The Board will approve in advance the
signing of leases, single purchases, renovations, and contracts
in excess of $15,000.00; will approve applications for
grants and fund raising campaigns; will
approve the addition or deletion of programs; and will review
all new leases and contracts, quarterly;
e. The Board will approve the selling,
retiring, and leasing of all fixed assets and all other assets
with a purchase value of $500.00 or more, and will insure that
assets will not be sold, transferred, or liquidated for less
than adequate consideration, unless such sale, transfer, or
liquidation, is with the written permission of DMHSAS.
f. The Board will set policies and guidelines
for the Corporation.
At the recommendation of a Board officer or committee
chairperson, the Board has the responsibility and authority to remove a
Board member for continued nonperformance of responsibilities or
noncompliance of Board directives.
B. The new Board members who are elected in October
are invited to attend Board meetings held in November and December. They
become voting members and take office at the January meeting. An
information and orientation session will be held for new members prior
to the January meeting. Retiring Board members retain full, active
membership through December.
C. Persons elected to the Board of Directors during
the year to fill an un-expired term become participating, voting members
immediately upon election. Only the Board of Directors is empowered to
replace members lost to death, resignation, et cetera, during the year.
D. Board Rules:
1. The meetings of the Board of Directors shall
comply with the Oklahoma Open Meeting Law.
2. Each Board member shall receive a copy of
these Bylaws prior to taking office.
3. One third of the occupied Board positions, but
no less than three (3) members shall constitute a quorum. Examples:
If twenty (20) positions are occupied, then the quorum is seven (7).
Or, if nine (9) positions are occupied, the quorum is (three) 3.
4. The Board may meet monthly, but no less than
quarterly. The date of the Board meeting shall be set at a time most
convenient for the members. The secretary
shall inform members of the Board meeting at
least three days in advance of schedules or called meetings.
5. Unexcused absences from three (3) regularly
scheduled Board meetings within a calendar year will result in
withdrawal from the Board of Directors.
6. The minutes of all meetings, as taken by the
secretary, shall be mailed to each Board member prior to the next
Board meeting.
7. Membership of the Board shall be covered by liability
insurance for alleged negligence or breach of duty. Every director
and officer of the Board shall be indemnified by the Corporation
against all expenses and liabilities, including counsel fees,
reasonably incurred by or imposed upon him or her in connection with
any proceeding to which he or she may be made a party, or in which
he or she may become involved, by reason of being or having been a
director or officer of the Corporation, or any settlement thereof,
whether or not he or she is a director or officer at the time such
expenses are incurred, except in such cases wherein the director or
officer is adjudged liable for negligence or misconduct in the
performance of his or her duties as such director or officer;
provided, that in the event of a settlement the indemnification
herein shall apply only if such settlement is approved by the court
having jurisdiction of the action and shall be limited to the extent
so approved. The foregoing right of indemnification shall be in
addition to and not exclusive of all other rights to which such
director or officer may be entitled. A committee of no less than
three (3) Board members will be nominated by the President of the
Board and approved by the Board to annually review liability
insurance coverage. The Board committee may call upon or hire a
consultant(s) to assist in the evaluation of liability coverage at a
meeting of the committee and/or for the Board in business session.
The committee will make recommendations for liability coverage to
the Board in session which will be responsible for setting the
ultimate liability coverage limits.
ARTICLE VI - Executive Director
A. The Executive Director shall be employed by the Board
of Directors with a contract for a term not to exceed one year. A vote of at
least fifty-one percent (51%) of total Board membership will be required to
employ or dismiss an Executive Director.
B. The Executive Director will have the minimum
qualifications of a Master’s degree in a mental-health-related field,
business, or a related administrative field and three years’ post-Master’s
experience in mental health administration.
C. The Executive Director shall be an ex
officio/non-voting member of the Board, and all Board Committees, and the
Executive Vice-President of the Corporation. The Executive Director may
delegate to other staff his representation on Board Committees, with
approval of the Board of Directors.
D. The Executive Director is responsible to the governing
body for the overall operation of the corporation, including control,
utilization, and conservation of its physical and financial assets,
signatory authorization of contracts, the recruitment and direction of
staff, and for promoting continuous organizational development. The
Executive Director is empowered to delegate authority to the lowest
necessary levels to ensure proper program functioning and is encouraged to
do so.
E. The Executive Director is authorized to
hire and dismiss personnel for Board-approved personnel spaces. Personnel who
are required to possess a Master’s degree or higher must have their employment
approved by the Board. All others may be hired without Board approval.
F. Personnel dismissals are the responsibility
of the Executive Director at the Master’s degree level and above. Dismissals for
other positions (paraprofessional, clerical, et cetera) may be delegated to the
Unit Director level as may be their hiring.
ARTICLE VII - Officers
A. The Board shall elect, from its membership, a
President, Vice-President, Secretary, and Treasurer, at the January meeting,
who will take office upon election. The Nominating Committee will present a
slate for the election of officers to the January meeting. Corporate Board
members may take nomination from the floor. (See also Article IV.D)
B. Officers, except the Executive Director, may be
elected for one year and may not succeed themselves. An officer must be a
current Board member.
C. In the event of a Board officer resignation during the
year, the Nominating Committee shall recommend a nominee to fill the
vacancy. The name of the nominee shall be presented to the Board at the next
regular Board meeting for vote. Additional nominations may be made from the
floor.
D. Duties:
1. President: The President shall have the
authority to appoint chairpersons and all members of standing committees
upon approval by the Board; appoint all special committees deemed
necessary for carrying out the function of the Board; call such special
meetings as deemed necessary; and set agenda with the Executive
Director. The President shall be an ex officio/voting member of all
Board committees.
2. Vice-President: The Vice-President shall
preside at Board meetings in the President’s absence. The Vice-President
shall make every reasonable effort to attend professional meetings which
will provide training and skills necessary for the execution of
corporate office. Attendance at such professional meetings will be at
Corporation expense.
3. Other Officers: The Secretary and the
Treasurer shall have all the duties usually pertaining to their offices.
In addition, the Treasurer shall assist the Executive Director in
preparing the annual budget.
ARTICLE VIII - Committees
A. Ad hoc committees will be appointed by the President
of the Board for carrying out such functions as nominating to the membership
all other matters that require the attention of the Board but do not fall
within the scope of responsibilities of the standing committees.
B. Standing committees will include: (1) Coordinating;
(2) Finance; (3) Insurance and Property; (4) Personnel; and 5) Public
Support. Committees may meet no less than quarterly, with the exception of
the Insurance and Property Committee which must meet biannually, or as often
as is necessary to carry out the business of the corporation. Each standing
committee will have at least one professional resource staff person assigned
to advise the committee. Committee meetings will be called by the chairman
and may or may not coincide with regularly scheduled meetings of the Board.
1. Coordinating Committee: This committee
shall consist of no less than nine (9) members with at least one member
from each county. Duties include:
a. Help the corporation integrate work with other
community groups.
b. Develop long-range goals, assist in
program planning and evaluation.
c. Review recommendations of County
Advisory Committees and make appropriate recommendations to other
standing or ad hoc committees or to the full Board. It will specifically
make recommendations to the Finance Committee concerning budgetary
matters consistent with program goals.
d. At least annually review Policies
and Procedures (unless assigned to another committee) and institute
necessary changes, additions and deletions, and recommend changes to the
Board for approval.
2. Finance Committee: This committee shall
consist of no less than four (4) members. Duties include:
a. Submit an annual proposed budget of income and
expenditures for the new fiscal year.
b. Review recommendations of the Coordinating
Committee with respect to budget changes and make final
recommendations to the Board.
c. Review and report to the Board regularly on
the ongoing financial needs of the Corporation.
d. At least annually review fiscal and funding
Policies and Procedures and institute necessary changes, additions
and deletions, and recommend changes to the Board for approval.
3. Insurance and Property Committee: This
committee shall consist of no less than three (3) members. Duties
include:
a. Review liability insurance coverage
annually.
b. Review agency and staff insurance
coverage of all types.
c. Utilize professional consultants,
when indicated.
d. Make recommendations regarding the
selection of insurance policies, coverage, and carriers.
e. Make recommendations regarding the
selection of insurance policies, coverage, and carriers.
4. Personnel Committee: This committee shall
consist of no less than four (4) members. Duties include:
a. Serve as a resource to assist with personnel matters as needed.
b. At least annually review the Compensation Plan
for all employees and all other Personnel and Non-Discrimination
Policies and Procedures, and institute necessary changes and
deletions, and recommend changes to the Board for approval.
5. Public Support Committee: This committee
shall consist of no less than six (6) members. Duties include:
a. Interpret the work of the
corporation to the community.
b. Build public support and goodwill
for the corporation.
c. Promote and develop membership of
the corporation;
d. Serve as the focal point to garner
legislative support for the corporation
e. Help promote public financial support of the corporation.
f. At least annually, review Public Information
Policies and Procedures and institute necessary changes and
deletions, and recommend changes to the Board for approval.
C. The Nominating Committee (ad hoc) shall submit
nominations to the Board in case of vacancies throughout the year and shall
present a slate of nominees at the October annual meeting to fill Board
vacancies created by expiration of terms.
Prior to presenting a nominee to the Board, the committee
shall review updated census data in the catchment area by race, age, gender
and county. Such updated data are available in the spring from the Oklahoma
State Data Center, Department of Economic and Community Affairs. The
committee will consider Board balance and make efforts to interest potential
nominees that will result in Board balance to catchment area population.
Solicitation of nominees and pertinent census data will be forwarded to the
county clerk(s), county clinic(s), and special interest groups, such as the
Oklahoma Alliance for the Mental Ill (OAMI), if known, or as identified by
county Advisory Committee(s) concerned, at least 30 days in advance of
submitting nominations to the Board to insure disclosure and access of
information to the public. Additional copies of this information will be
available on request, free of charge, from the Administration Office. A
public service announcement of Board vacancy will be sent to all media in
county(s) concerned.
D. Ad hoc committees will review existing agency Policies
and Procedures within their area(s) of concern at least annually, and
institute necessary changes and deletions and recommend changes to the Board
for approval.
ARTICLE IX -Fiscal Responsibilities
The fiscal year shall be from July 1 through June 30.
The Board of Directors shall arrange for an annual audit
at the end of each fiscal year.
ARTICLE X - No Discrimination
The Executive Director will be responsible for instituting an
acceptable Affirmative Action Plan for hiring personnel which will be approved
by the Board. Preference will be given to present staff in upward mobility when
applicant qualifications are equal. No discrimination as to race, religion, sex,
age, color, economic status, disability, veteran status, or national origin
shall be made in the hiring or promotion of personnel, the services rendered,
the operation of the corporation or membership in the Corporation.
ARTICLE XI - Amendments
The Bylaws may be amended by two-thirds vote of the members
of the Board present and voting, at any regular or special meeting, provided
that all members of the Board have been given ten (10) days notice of the
proposed amendment(s).
ARTICLE XII - County Advisory Committees
The Board of Directors will establish in each of the nine
counties, a County Advisory Committee and shall elect members to the Advisory
Committees. The purposes of the Advisory Committees shall include, but are not
limited to, the following:
A. To involve the community in program development and
enhancement of county mental health care and to assist the corporation in
assessing mental health needs.
B. To help develop a community mental health system
capable of meeting all major mental health needs of the county.
C. To aid in uniting members of all social groups and
health care providers to be alerted to and understand mental health problems
and thus fulfill the ultimate goal of improving quality of life.
The Board of Directors will be responsible for writing
guidelines, or Bylaws, for membership, responsibilities, meetings and frequency
of meetings. Board members will serve as ex officio/voting members of the County
Advisory Committee of the county of their residence. Both the County Advisory
Committee and the Board of Directors will make every effort to assure adequate
demographic representation within the Advisory Committee according to current
census data.
ARTICLE XIII - Employee 401(k) Trust
The Board will annually approve five (5) Trustees for
administering the Corporate Employee Pension Trust. Four (4) Trustees, three (3)
of whom must be Board members, shall beappointed by the President and approved
by the Board and the fifth will be the Executive Director. The Trustees, by a
majority vote, may call upon or hire a consultant(s) to make recommendations in
the investment of pension trust funds to insure the maximum returns for
participating staff. The Trustees shall meet no less than quarterly or more
often, as required. A non-Board member trustee shall be insured the same as
Board members, as stated in the Bylaws, Article 5, D-7.
Bylaws-revised: 03/20/07