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Mental Health America |
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of Hendricks County |
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By-Laws |
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MENTAL HEALTH AMERICA
OF HENDRICKS COUNTY
April, 1993, Revised April, 1998, Revised April, 1999, Revised March, 2003, Revised: 3/16/04, Revised: 11/17/04
Revised: 6/21/05
The name of this organization shall be the Mental Health America of Hendricks County.
The objectives of this Association shall be:
1. to advocate for the public and private sector policies, services, facilities and financing which provide adequate and appropriate detection, treatment, rehabilitation and prevention programs.
2. to promote or provide services and programs to meet the needs of individuals suffering from mental illness, to improve mental health, and to reduce conditions which impede the attainment of mental health.
3. to stimulate and support research into the causes, treatment, cure and prevention of mental illness and the promotion of mental health.
4. to educate the general public about mental illness and mental health.
1) Any individual or business who subscribes to the objectives of the Association may become a member when annual dues are paid or when designating any amount of their United Way gift to the Mental Health Association in Hendricks County.
2) The membership year shall be for a 12-month period.
3) There shall be a meeting of the membership of the Association each year held during February,
March, or April, as determined by the President, and with not less than 15 days notice. Special membership meetings may be called by the President or by a majority vote of the Executive Committee
and with not less than 15 days notice. Each Association member shall be entitled to one (1) vote.
There shall be no proxy votes. This meeting will be officially called “Annual Meeting” and may be held in conjunction with Volunteer Recognition -- Annual Meeting/Volunteer Recognition
4) A quorum of the membership for an Annual Meeting, special meeting, or any Board meeting shall consist of the majority of the total voting membership of the Board.
1) There shall be a Board of Directors of not less than twelve (12) nor more than eighteen (18) of members in good standing.
2) Any qualifying new potential Board of Director member shall be elected by majority vote of Association members at the Annual Meeting or special meeting of the Association or by a majority vote of the Board members at a Board meeting. The Board Development Committee, serving also as the nominating committee, will submit names of qualified candidates for the Board of Directors at the Annual Meeting. Nominations can also be made by any member on the Board of Directors.
3) Not more than one-half (1/2) of the Board members shall be employed professionally in the mental health field. Board members should represent a variety of skills, geographic areas, backgrounds, and experiences, related and unrelated to the mental health field. All Board members shall have an active interest in the mental health field. No elected State administrative official, no administrator of State governmental health agencies or institutions shall be eligible to serve as a member of the Board of Directors. Such individuals may serve as committee members or as consultants to the Board of Directors or committee.
4) The term of each Board member shall officially begin with the Annual Meeting of members. The term of office of each Board member shall be three years. A Board member can stay on the Board for a maximum of two (2) terms or six (6) years. If more than one Board member exits the Board after their terms has expired, they are to be staggered monthly by using their last name in alpha sequence.
5) If any Board member attends less than one-half of the business meetings within a calendar year, this individual may be removed from the Board after written notice has been sent by the President advising them of such action.
6) Vacancies may be filled by the Board as they occur by a majority vote of the Board members at a Board meeting provided the minimum Board membership number of 12 is maintained. Any Board member elected at a Board meeting will officially begin his/her term with the next Annual Meeting of the membership.
7) The Board of Directors may elect sub-committees to the Board who shall serve for such terms as the Board deems appropriate. They shall have the same full rights and privileges as other Board members, with the exception of the right to vote.
8) A quorum at any Board meeting shall consist of the majority of the total membership of the voting Board.
9) Each Board member shall serve on at least one standing committee.
10) The Board of Directors shall meet in regular session at least five (5) times each year. One Board meeting must be held immediately after the Annual Meeting of the membership for the purpose of electing officers. Special meetings of the Board may be called by the President, by the Secretary upon written request from any four (4) Board members, or by any three (3) members of the Executive Committee. All meetings require not less than ten (10) days notice. Called meetings must specify purpose.
11) The duties of the Board of Directors shall be:
a) to determine the policies of the County Association and be consistent with the policies of the State Association.
b) to determine an Activities Calendar outlining the goals and activities for the year ahead and establishing a program schedule.
c) to conduct all business of the Association between membership Annual Meetings.
d) to fill vacancies within the Board unless done so at the Annual Meeting.
e) to employ the Executive Director, to determine salaries and duties of the staff, and to supervise the Executive Director’s activities.
f) to make a Financial and Program report of the Association each year at the Annual Meeting.
g) to approve the Annual Budget.
h) to select a delegate and an alternate delegate to the membership Annual Meeting of the State Association (MHAI).
i) to implement the policies, programs, and practices established by the Mental Health Association in Indiana.
j) to join the Association (MHAHC) through annual membership. If any Board member fails to join the Association, this individual may be removed from the Board of Directors after written notice has been sent by the President advising them of such action.
k) to ensure the financial health of the agency even though the Board of Directors are Volunteers.
1) A President, a President-Elect, the Immediate Past President, a Secretary, and a Treasurer shall be elected each year from among the current Board members at the Board meeting held immediately after the Annual Meeting of the membership. At this Board meeting, the Board Development Committee, serving also as the nominating committee, shall submit a slate of officers for election. Officers shall serve for one year. Under extreme conditions that officer can be eligible for re-election. The new incoming officer(s) must have at least one year of experience on the MHAHC Board before they can run for office.
2) Each officer shall transfer all official records of his/her office to his/her successor within ten (10) days following the election of his/her successor.
3) If a vacancy occurs in any office except President, and Immediate Past President, the Board shall elect a replacement who will serve until the Board meeting held immediately after the Annual Meeting of the membership.
4) The President shall preside at all Association meetings and appoint all committees with the approval of the Board of Directors. The President will also be responsible for temporarily filling any vacancy left by the Executive Director.
5) The President-Elect shall preside in the absence of the President and, in case of vacancy, shall assume the Presidency with full authority until the Board meeting held immediately after the Annual Meeting of the membership.
6) The Immediate Past President shall preside in the absence of both the President and President-Elect until replacements have been elected. The Immediate Past President will also serve to provide continuity of programs, plans, and procedures from year to year.
7) The Secretary shall record the minutes of the meetings and copies will be made available to the Board of Directors.
8) The Treasurer shall arrange for the disbursement of funds and accurate record keeping of receipts and disbursements. The Treasurer shall submit income and expense statements to the Board of Directors.
1) The Executive Committee shall consist of the officers and shall conduct all necessary business of the Association that may be required between the meetings of the Board of Directors. Such action shall be reported to the Board at the next Board of Directors meeting. The Executive Committee may study the annual budget prepared by the Finance Committee and make recommendations to the Board of Directors.
2) Executive Committee meetings may be called by the President or by any 3 Executive Committee members with at least ten (10) days notice. Emergency meetings should required 24-hour notice.
3) An Executive Committee meeting quorum shall be 3 members.
4) The Executive Committee is responsible for researching, advertising, finding, interviewing, and hiring the Executive Director to ensure that the position is filled in a timely manner.
The following committees shall constitute the standing committees of the Board of Directors.
Committees shall meet as needed and at the discretion of the committee chairperson and shall have the functions given unless such committees or purposes are otherwise amended. There may be special committees of the Board of Directors appointed by the President or the Board as required to carry on its work.
1. Board Development Committee
Overall, the Board Development Committee will strive to improve Board operations and establish an espirit de corps among members. The Committee will consider the functions of the Board and what new concerns should be addressed. It will annually review and recommend changes in the Strategic
Plan for approval by the Board. It will annually review the Board structure and Board participation. This Committee will serve as the nominating committee to determine the number of new Board members needed each year and how to achieve diversity on the Board. It will submit new Board member nominees and propose a slate of officers. The Board Development Committee will conduct a Board orientations(s) for new members and will consider a Board development activity each year such as a retreat, etc. This Committee will review the Bylaws at least once every three (3) years and make recommendations for revisions if it deems necessary to the operation of the Association. The Committee will update the Board on mental health issues with reading material and information shared from the staff.
2. Finance Committee
The Finance Committee will lead the Board in raising money to support the agency and will assist the staff in managing expenses. The Committee will develop and administer fundraising projects. It will evaluate program costs and recovery alternatives. It will investigate funds available through grants or community organizations. The Committee is responsible for the United Way budget and funding requests. It will establish compensation and benefits annually for staff members, and will monitor expenses in relation to the budget and to the needs of the Association.
3. Program Committee
The functions of the Program Committee include the review of current programs of the Mental Health Association in order to recommend whether each should continue in its present or a modified form; to consider new programs for MHA; to review the allocation of funds for programs; to consult with the staff on means of evaluating the effectiveness of programs; to survey available grants as related to program needs; to review the adequacy of current personnel staffing; to consider future personnel needs; and to review current personnel policy.
4. Community Relations Committee
The Community Relations Committee is responsible for reviewing the Association’s position within the community and to improve the public’s awareness of the agency and the public’s understanding of the services the Association delivers. The Committee should consider and pursue appropriate cooperative efforts and/or programming with other agencies that deliver related services. The Committee should review the Association’s volunteer situation and consider efforts to recruit new volunteers and/or conduct a campaign for volunteer recruitment. The Community Relations Committee should review Association membership, consider the methods used to obtain new members, and make efforts to sustain or expand current membership levels. This Committee is responsible for organizing the Annual Meeting of the Association along with Volunteer Recognition, if applicable.
5. Building Committee
The Building committee shall consist of the Executive Director, Office Manager, Treasurer or Asst. Treasurer, and two (2) Board members. The Building Committee is responsible for reviewing and making recommendations to the Board, for approval, of building related expenditures over $1,000. The Committee is also responsible for seeking competitive bids and awarding contracts for various work such as lawn service, snow removal, trash service, painting, paving, office cleaning, etc. The Committee is responsible for Tenant Lease Renewals as well as seeking and reviewing new tenants. This committee will also prepare, review, and update the MHAHC Building Maintenance and Operation Plan.
1) These Bylaws may be amended by a majority vote of the membership at the Annual Meeting or a special called meeting of the membership with not less than fifteen (15) days notice of meeting.
2) These Bylaws shall be reviewed at least once every three (3) years by the Board Development Committee.
Upon dissolution of the Mental Health Association in Hendricks County, Inc., (MHAHC Federal Tax ID#35-0896905) all of its assets remaining after payment of all costs and expenses of such dissolution, shall be distributed to the Mental Health Association of Indiana, Inc., (MHAI Federal Tax ID#23-7038692) an organization qualified for exemption under 50l c(3) of the Internal Revenue Code, and none of the assets will be distributed to any member, employee, or officer of this organization.
© 2005 Mental Health America of Hendricks County All Rights Reserved