MENTAL
HEALTH SERVICES OF
ARTICLE
I - Name
The
name of this not-for-profit service organization shall be Mental Health Services
of Southern Oklahoma, a corporation, as amended
ARTICLE
II - Purpose and Philosophy
Mental Health Services of
Southern Oklahoma shall work with consumers and their families to reduce or
eliminate the severity, frequency and duration of the symptoms of mental illness
or substance abuse following a strengths based recovery approach to their care.
ARTICLE
The principle Corporate offices shall be located in
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
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 seven (7) 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
3.
Board composition shall reflect an equitable representation of the
population distribution in the service area and may rotate such membership or
otherwise ensure representation. Eligible Board members shall be at
least twenty-one (21) years of age
and be responsible members of the community.
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 $5,000 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 ODMHSAS.
f.
The Board will set policies and guidelines for the Corporation.
g.
The Board may act to grant Emeritus status to a Board member as a
recognition of honor. Emeritus
status does not require attendance of Board meetings, has no term limits and is
a non-voting position.
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.
New Board members elected in October are invited to attend Board meetings
held in November and December and will become voting members and will be
assigned to a committee ninety (90) days after taking office at the January
meeting. An information packet will
be given to the new members and an orientation session may be held 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 upon 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 seven (7) 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 submitted 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 (1)
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 positions and shall exercise
final corporate authority in these matters.
F.
ARTICLE
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 with the exception of the
Nominating Committee.
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 may assist the Executive Director in preparing the
annual budget. The Director may
delegate some of the secondary duties of the Secretary and/or Treasurer to the
office staff, when such assignments are prudent and economical.
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 seven
(7) members. Duties include:
a. Help the corporation
integrate work with other community groups.
b. Approve
and assist in developing long-range goals, program planning and
evaluation.
c. Review recommendations of
County Advisory Committees.
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. Review the
submitted 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
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 -
The
Board of Directors may encourage and sanction a County Advisory Committee in
each of the nine counties of the catchment area. 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
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.
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 be appointed by the President and approved
by the Board and the fifth will be the Executive Director.
The Board President shall also serve as a trustee.
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: 07/21/09