Constitution and Bylaws
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 of Southern Oklahoma, a corporation, as amended January 28, 1986.
ARTICLE II - Purpose and Philosophy
MISSION STATEMENT-Revised April 21, 2009
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 and/or substance abuse following a strengths based recovery approach to their care.
ARTICLE III - Location
The principle Corporate offices shall be located in Ardmore, Oklahoma.
ARTICLE IV - Membership/Organization
A. An annual meeting shall be held in October, 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 or upon request by one-third of the members of the Board of Directors. A five day notice of such meeting is required.
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. Board of Directors members shall reside, or be employed, or otherwise have a demonstrated interest in the area served.
3. 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 of the members shall be elected each year. Effective April 26, 2011, 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.
4. Board composition shall reflect an equitable representation of the population demographics in the service area and may rotate such membership or otherwise ensure representation. A good-faith effort will be made to recruit board members from each county; however, the most important element of board membership shall be demonstrated interest in the mission of MHSSO. Eligible Board members shall be at least twenty-one (21) years of age and be responsible members of the community.
5. Composition of the Board shall also reflect a broad representation of the community, including minorities, at least one consumer of Mental Health services and one family member of a child with an emotional disturbance.
6. No more than forty percent (40%) of the Board’s members shall be providers of mental health services.
7. 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 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 voting members and will be assigned to a committee at the next regularly scheduled 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 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 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 C. Employees of an agency shall be prohibited from participation as Board members of their governing authority, except in an ex-official, non-voting capacity. The Executive Director shall be an ex officio/non-voting member of the Board and on 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 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.
T 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.
ARTICLE VII - Officers
A A. At the January meeting, an election will be held from a slate of officers, nominated from its membership, presented by the Nominating Committee. Corporate Board members may take nominations from the floor. The elected officers will be installed in their positions at the January meeting.
B B. Officers, except the Executive Director, may be elected for a two year term to provide continuity of leadership for MHSSO and may not succeed themselves. An officer must be a current Board member.
C 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.
E 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.
ts 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 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) Insuranceand 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. Committees will utilize strategic objectives of the Corporation to guide them in their stated duties. 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 three (3) 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. 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 three (3) 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.
e. At least annually, review 401(k) Plan to ensure it continues to meet the needs of the organization’s employees.
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.
4. Personnel Committee: This committee shall consist of no less than three (3) 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).