Madison County Community Health Centers, Inc. (The Centers)

(An Indiana Non-Profit Corporation)

 

BYLAWS

 

ARTICLE I NAME and ADDRESS

 

Section 1. - NAME: The Corporation shall be known as Madison County Community Health Centers, Inc.

 

Section 2. - ADDRESS: The mailing address of the Corporation’s registered office in this state shall be Post Office Box 349, Anderson, IN 46015

 

Section 3. - Resident Agent:  The President and CEO shall serve as the Corporation’s Resident Agent. 

 

ARTICLE II- PURPOSE OF THE CORPORATION

 

Section 1. - PURPOSE: The purpose of this Corporation shall be to support the mission stated in the Articles of Incorporation as such:

A.     To engage exclusively in charitable, educational and scientific research activities.

 

B.     To provide comprehensive primary health care services for the medically underserved and eligible populations residing in Madison County.

 

C.     To collaborate with other county agencies of like purposes to improve the quality of health care of residents in the targeted population.

 

D.     To develop and provide a core of life-changing services for all life styles.

 

E.      To develop and administer preventable health and lifestyle education programs and services aimed at the targeted population.

 

F.      To conduct other human needs educational programs for scientific, educational and research purposes.

 

G.   To develop avenues of fund generation that creates self-sustainment within the scope of the 501 (c)(3) federal code.

 

H.     To develop bylaws, governances and regulations for conducting the Corporation’s affairs within the limits of the law and limits of Section 501(c)(3) of the Internal Revenue Code of 1954 as amended, and the regulations promulgated pursuant thereof.

      

I.        To comply with all the provisions, requirements and standards established by the Section 330 Federally Qualified Health Centers, Health Resources Services Administration, (Bureau of Primary Health Care FQHC).

 

ARTICLE III - GOVERNING STRUCTURE

 

Section 1. - Consumer Representation. The governance of this Corporation shall be the ultimate responsibility of the Board of Directors. To promote client input and understanding and to better assure organizational response to client needs and issues, the members of the Board of Directors shall be comprised of a majority or 51% consumer members, as required by FQHC standards and regulations. A Consumer member shall be defined as any person who “utilizes The Center as their principal source of primary health care and has used the Centers within the 24 months previous to election and continues to use the Center during their Board term”.

 

Section 2. - Consumer Election. The Consumer Board representation shall be elected through the following process:

 

A.     During the period January 1 to February 15 of each year, notices will be posted in the Centers operated by the Corporation, notifying all clients that nominations are being accepted for the vacant Consumer representative’s position on the Board.  Interested clients will be instructed by the notices to notify the Centers’ Chief Executive Officer of their interest. 

 

B.     During the period of January 1 to February 15 of each year the Centers’ executive shall solicit candidates for the vacant Consumer positions from among the Centers’ clients and submit all completed candidate review forms to the executive committee or designated committee, i.e. Nominating Committee, to be processed and voted on at the Annual meeting of the Corporation. 

 

C.     At the Annual meeting to be held in February, the Board will review the Nominating Committee’s nominees prior to voting to assure that each meets the following eligibility criteria:

1.       The nominee is a registered client at the Center by which he/she has been nominated.

2.       The slate of nominees is representative of the population of each targeted area in terms of race, ethnicity, sex, age, income and residence.

D.     Should the nominees not be representative of the targeted area population or an insufficient number to fill the vacancies, the Board of Directors shall solicit additional nominations necessary for fair representation. 

 

 

 

ARTICLE IV - BOARD OF DIRECTORS

 

Section 1. Composition: The composition of the Board of Directors shall be determined from time to time by the Directors of the Corporation, but in no event shall the number be less than (9) nine or greater than twenty-five (25) and must fulfill the Fed. #330 Bureau of Primary Health Care Requirements. The Board composition shall consist of Consumer, Provider and/or At-large members with a majority of 51% representing the consumer status. At-large members may be representatives of the targeted area and may include one appointment from each of the following agencies or entities: Madison County Health Department, City of Anderson, each of the major Hospital Corporations, Anderson Community School Corporation, Madison County Council and the Minority Health Coalition of Madison County. All appointees shall be approved by the Board of Directors of the Corporation. At-large members shall be selected on their willingness to serve and for their expertise in health, education, community affairs, local and state government, finance, legal affairs, unionism, commercial and industrial field, and social service agency experience within the target area.

 

Section 2. Selection Process: At-large and Consumer members of the Board of Directors shall be nominated by the existing Directors and be elected by a majority vote of the qualified Directors present at the last duly constituted Annual Director’s Meeting.

 

Section 3. Term of Office/Tenure: Appointed and elected At-large and Consumer Directors term of office shall commence in March of the year in which they are elected. The term of office shall be for (3) three years. Each Director shall hold office for a term and may be elected for an additional term, but may not exceed (6) years. A Director having served two consecutive terms may be re-elected to the Board after he/she has been absent from the Board of Directors for a minimum of (l) term.

 

Directors desiring to be re-elected to the Board must submit the following actions:

A.     Two months (January) before their term expires, the Director must submit in writing their desire to be re-elected to the Board.

 

B.     If the Director does not desire to be re-elected, the Nominating Committee shall seek a replacement from the remaining Director candidates.

 

C.     If the Director desires to continue to serve on the Board, he/she must submit in writing their notification to seek re-election along with a written assessment of their service during their last term of Board service. Also, included in the assessment must be a statement of his/her goals for the future service to the Board/Corporation.

 

D.     At the Board meeting immediately following the Director’s notification to seek re-­election, the Nominating committee of the Board shall conduct an evaluation of the Director’s previous service and potential for future service. The Director seeking re-election shall not be present for that portion of the Board meeting. If the Director receives a negative rating he/she has the option to appeal the ruling to the entire Board.

 

Section 4. Election of Officers: The election of Board officers will be held after the Board members have been elected. This will occur the same day or at a “Special Meeting” for the purpose of organizing the Board. The Nominating Committee may make recommendations, however, any Board member may submit their own recommendation. Each officer must be elected by a majority vote of the elected Board.

 

Section 5. Expulsion: Any Director who violates the following procedures shall constitute grounds for expulsion from the Board:

A.     Failure to attend (3) three consecutive Board meetings without just cause.

 

B.     Interference on an individual basis with the staffs’ performance of approved Board policies and program operational procedures.

 

C.     Individually representing, making commitment, or conducting business on behalf of the Corporation without specific prior, written approval of the Board Chairperson.

 

D.     Acting in any manner inconsistent with these bylaws.

 

A (2/3) two-thirds affirmative vote of the members of the Board and present at a legally constituted meeting of the Board of Directors shall be required for expulsion. In all cases, the Chairperson of the Board along with the chairperson of the Nominating Committee shall submit a written notification to the expelled member.

 

Section 6. Leave of Absence: Any Director seeking a leave of absence must submit the request in writing to the Board of Directors stating the reasons and length of the request. The request cannot exceed (6) months and must not be for a frivolous reason. Only the Board of Directors may grant such a leave.

 

Section 7. Vacancies: Any vacancy on the Board of Directors may be filled by nomination and election by an affirmative vote of the majority of the remaining Directors. Any Director elected to fill a vacancy shall serve the remaining term of the vacated Director. The Director who fills the term of office of a vacated Director may be re-elected.

 

Section 8. Conflict of Interest:  Each Director owes a fiduciary duty to the Corporation and must give the Corporation his or her undivided loyalty.  Each Director shall disclose to the Board any possible, potential, perceptible or actual Conflict of Interest and make it a matter of record when the interest becomes a matter of Board action.  Any Director having a possible, potential, perceptible or actual Conflict of Interest shall not participate in the discussion and shall leave the meeting room before the discussion begins and a vote is taken.  No person shall be selected to serve as a Director if that person is employed by the Corporation or whose spouse, child, parent, brother or sister by blood or marriage is employed by The Center.   The Director also must conform to the Centers comprehensive Standards of Conduct for Employees, Contractors, Agents and Officers and Board Members.  

 

Section 9. Responsibilities: The major responsibilities of the Board of Directors shall include the following:

A.        To maintain an effective working group that meets on a monthly basis.

 

B.        To act as a liaison between the community and the Board of Directors on a regular and systematic basis.

 

C.        To understand the agency’s policies, concepts