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.
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).
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, philosophy, goals, and objectives and to
familiarize itself with the program activities.
D.
To assure that
the stated objectives are being accomplished.
E.
To assure that
the Corporation is in compliance with all applicable Federal #330 Bureau of
Primary Health care regulations and other related federal, state and local laws
and regulations that impact the existence of the Corporation.
F.
To assure that no
member of the Board of Directors or any other person uses their affiliation
with the health facility for personal, financial, or material gain.
G.
To assure fair
representation of the constituents on all matters before the Board.
H.
To assure that
the Centers is adequately financed to meet its objectives.
I.
To establish
short, medium and long-term goals for the Corporation.
J.
To establish the
Corporation’s policies and procedures that assure an optimal operational
climate, and such policies and procedures must be consistent with similar
regional entities and like entities. These policies will include: personnel
policies, employment and/or termination of executive, salaries and benefits,
working conditions of staff, consultants and others, which include volunteers;
administrative, financial, clinical operation and governance.
K.
To adopt an
Annual operations and program budget; establish program priorities and
policies, establish client service eligibility guidelines and criteria for
payment schedules, and a plan for long range financial fund generation leading
to self-sustainment.
L.
To periodically
assess the Board’s organizational plan to insure that it fulfills the
Corporation’s leadership and Agency goals.
M.
To work
corporately with the CEO in carrying out the Corporation’s policies to ensure
the success of his/her performance in implementing the Boards policies.
N.
To conduct an
annual unbiased performance evaluation of the Chief Executive Officer of the
Corporation and receive similar evaluations from the Chief Executive Officer or
appropriate core executive leadership staff.
If a Director cannot be objective in the evaluation process he/she should
refrain from participating and note the reason to the Chair of the Board. Any Director that violates this action may be
dismissed from the Board because such actions could cause legal harm to the
Corporation and subject the organization to public ridicule.
Section 10. Powers and Authority: The Board of
Directors shall possess the ultimate decision-making authority on any and all
matters relating to the conduct of the Corporation. The Board of Directors may,
therefore, exercise the following and assume full responsibility for the effects
of the actions therefore:
A. Appoint, objectively evaluate, discipline and
ultimately dismiss the Chief Executive Officer in
consultation with the BPHC within the
prescribed “due process” procedures of the Corporation.
B. Determine/establish policy as it affects all aspects
of the conduct of the Corporation’s business that includes personnel, client,
fiscal accountability, public relations, contractual agreements, approved
health plans.
C. Make final decisions over program plans, priorities
and allocation of resources.
D. Monitor and evaluate the conduct of the Corporation on
a regular and periodic basis.
E. Enforce compliance with conditions of funding sources
and all laws and covenants.
F. Establish
Board rules of conduct and procedures.
H. Hold monthly (12) meetings of the full Board
of Directors, establish and convene Special Board Meetings as required and hold
Executive Committee meetings six times per year.
Section 11. Individual Director Member Responsibilities: Each Director has the following individual
responsibilities:
A.
To represent the
needs of the entire community.
B. To accept committee assignments and other tasks with a cooperative spirit and to do the best job possible.
C. To act as a liaison between the Board of Directors and the constituent group they represent.
D. To periodically assess the Board’s organization to
assure that it fulfills a leadership role.
E. To propose changes to correct Board organizational
problems.
F. To express opinions about issues concerning the Board
of Directors and actively participate in discussing those issues.
G. To familiarize oneself with program activities and
support the outcomes of those events.
H. To vote in all matters in the best interest of the
Corporation.
I.
To be a team
player and support the goals, Board and executive operational leadership.
J.
An
expelled Board Member must receive a written notification from the
Chairperson of the Board along with the chairperson of the Nominating
Committee, and he/she has the right to appeal the action.
K. To support the agency financially, seek out other
community and corporate financial and human resources.
L. To refrain from conflict of interest affiliations,
agreements, relationships, and not engage in
discussions or divulge agency business to the public regarding Board
actions, agency business or other matters related to the organization.
ARTICLE V - OFFICERS OF THE BOARD
Section 1. Composition: The Corporation’s Board shall regularly elect its officers
A.
Officers of
the Corporation. - The regular
officers of the Corporation shall consist of Chairperson, 1st
Vice-Chairman for Strategic Planning, 2nd Vice Chairman for Clinical
Operations, Secretary, Treasurer, Chairperson for Community & Consumer
Relations, Chairperson for Board Development, Parliamentarian and Chairperson
for Corporate Compliance.
B.
Election
and Term of Office.- These regular officers shall be elected by
the Board Directors following the Annual Meeting, which shall be held in
February of each year. Newly elected officers shall assume their respective
duties immediately after said election. All officers shall be elected for one
(1) year terms. All officers shall not serve more than two (2) consecutive
terms in any same position. Officers may be re-elected to the same position
after being absent for one (1) term.
C.
Authority and
Power of Officers. All officers and
agents of the Corporation shall have authority to perform such duties in the
conduct of the business of the Corporation as may be determined by the Board of
Directors not inconsistent with these bylaws.
D.
Replacement
and Dismissal of Officers. The Board
may replace an officer who fails to attend (3) three consecutive meetings,
which include Executive Committee, and Board meetings. An officer may also be
dismissed for failure to carry out the responsibilities of their office and
such failure and any actions engaged in on their behalf serve to harm the
organization.
Section 2. Officer Vacancies: A vacancy in any office, because of death,
resignation, removal, disqualification, or otherwise, may be filled by the
Board for the un-expired portion of the term with approval of majority of the
Board members. An officer so elected who serves eight or more months of an
un-expired term will be considered to have served a full term.
Section 3. Duties of Officers: Each officer shall have specific duties and
responsibilities, which shall be:
A. Chairperson
– The chairman of the Board is the highest elected official of the Corporation.
Like all officers of the Board, this position has no authority to speak or act
on behalf of the Board other than the authority specifically granted in these
bylaws, in Board policy or by resolution of the Board of Directors. All duties for this office, as described
below, can only be assumed with the permission of the full Board.
Ø
Encourage
commitment and cooperation from each volunteer Board Member.
Ø
Lead the
organization toward the accomplishment of its mission.
Ø
Work with the CEO
to develop strong cooperation between the Board and Executive
-
Collaborate on
preparation of Board meeting agendas
-
Act as a sounding
board on difficult issues for the Executive
-
Encourage the
Executive to build the good Board/Executive relationship
-
Act as liaison
between Board and Executive
Ø Preside at Board meetings
-
Work to keep the
meetings on target and productive
-
Encourage all
Board Members to participate fully
-
Prevent and
resolve conflicts among team members
-
Maintain an
orderly atmosphere of good business
Ø Appoint standing and ad-hoc committees and committee chairpersons.
Ø Act as ex-officio member of all committees except the Board Development/ Nominations.
Ø Encourage all committees to function well and be accountable to the full Board.
Ø Act as a representative of the Board in all matters of Board policy.
Ø Help the Board interpret Board policy.
Ø Sign official documents requiring Board signatures
Ø Represent the Board in public and official capacities as instructed by the Board.
Ø Chair the Executive Committee.
Ø Make special assignments and appoint representatives to other organizations.
Ø Encourage the Board to do long-range planning.
Ø Assist and encourage Board Members to build their Director skills and be fully aware of Bureau expectations.
Ø Recognize Board member violations of ethical and legal standards and bring such violations to the attention of the Board Member and the full Board for necessary actions.
Ø Act to discipline Board members who violate ethical standards of the Board.
Ø Encourage all Board members to participate in Board activities.
Ø Ensure that all Board Members’ views are represented in Board meetings.
ALL OFFICER POSITIONS REQUIRE A
COMMITMENT OF EXTRA TIME AND
RESPONSIBILITY. BOARD MEMBERS WHO CANNOT MAKE THIS EXTRA
COMMITMENT SHOULD NOT
SEEK OR ACCEPT THIS OFFICE.
B.
1st-Vice
Chairperson–Strategic Planning The 1st
Vice- Chairman’s position of the Board is a
very important position because
it offers the Board insurance of not being without a leader if the
Chairperson cannot or chooses not to serve. The Board should consider carefully this
person’s
commitment to the mission of the Agency and his ability
to work closely with the executive
because of the possibility of their being called to serve as Chairman if
the current Chairman can
no longer serve in that position. That means also that
the Vice-Chairman must be close to the
activities of the current Chairman and Executive, learning
the duties of the Chairman and
preparing to assume that job if necessary.
Normally the 1st. Vice-Chairman primarily serves as
a backup for the Chairman, however, it has
been determined that strategic planning
occupies a very high priority in Centers growth and
maintenance and the
position should carry the responsibility
for implementation and reporting to
the Board of
Directors on the status of this activity.
The 1st
Vice- Chairman will chair the Strategic Planning committee.
However, the 1st
Vice-Chairman does not automatically become Chairman at the end of the
Chairman’s term. The succession to the position of Chairman
will be subject to the Board
assessment and evaluation policies established by the Board and implemented by the Nominating committee.
Like all officers
of the Board, the 1st Vice-Chairman has no authority to speak or act
on
behalf of the Board
other than the authority specifically granted in the bylaws, in Board
policy or by
majority vote of the Board.
In preparing to
become Chairman, the Vice-Chairman shall:
Ø
Preside at Board
meetings in the absence of the Chairman
Ø
Manage special
assignments as requested by the Chairman, including:
§
Chairing the Strategic Planning committee and
preparing for the Annual Anniversary Event
§
Serving as a member of the executive
committee
ALL OFFICER POSITIONS REQUIRE A COMMITMENT OF EXTRA TIME AND RESPONSIBILITY. BOARD MEMBERS WHO CANNOT MAKE THIS EXTRA COMMITMENT SHOULD NOT SEEK OR ACCEPT THS OFFICE.
C.
2nd Vice –Chairperson – Clinical Committee - The 2nd Vice Chairman’s position of
the
Board is very important because it assures
the Board that there is qualified leadership to
assume the position of Chairperson
in the event it becomes necessary to
replace the chairperson
and the 1st Vice-Chairperson is not able to
assume the responsibilities of Chairperson.
Normally
the 2nd Vice-Chairperson serves as the backup to the 1st
Vice Chairperson however
because of the significance of clinical governance and operations it has
been determined that
the chair of this position should assume the
role of the Board’s link to the clinical
implementation
and report on those policy and program impacts to the clinical policies, health
plan and practices. The role of the Clinical committee
interacts with the medical, dental, vision,
social services and outreach policies and programs of the
agency. It carries the responsibilities
of reporting to the Board the status of
performance and outcome measurements on the BPHC
approved Health Plan. It reviews those policies that impact the
medical providers and the
medical aspects of the Agency.
The Board should consider this person’s commitment and
knowledge of the Agency’s mission
and Health Plan’s goals and BPHC health expectations. It
should consider this person’s
knowledge
of the health care industry and ability to work with the executive leadership of the
Medical
Team of the Corporation as well as the chairperson and chief executive in
accomplishing
the Health and Clinical goals of the corporation.
Like all officers of the Board,
the 2nd Vice- Chairperson does not automatically ascend to
the position of 1st. Vice-Chairman or Chairperson,
the leadership abilities and execution of their
commitment will
be subject to the nominations committee evaluation processes and reported to
the Board prior
to the Board’s election.
The 2nd Vice Chairman
shall perform the following leadership tasks and activities….
Ø Presides at meetings in the absence of the Chairman
and 1st Vice-Chairman,
Ø Chairs the Clinical committee and make recommendations
to the Board regarding the Health Plan
Ø Represents the Board on clinical or health related
issues involving our health partners and collaborators
Ø Chairs the “Annual State of Health” program
Ø Reviews and reports to the Board the outcomes of the
health outreach programs
Ø Assumes other tasks as requested by the Chairman
Ø Serves as a member of the Board’s executive team.
ALL OFFICER POSITIONS REQUIRE A COMMITMENT OF EXTRA TIME AND
RESPONSIBILITY. BOARD
MEMBERS WHO CANNOT MAKE THIS EXTRA
COMMITMENT SHOULD NOT SEEK OR ACCEPT THIS OFFICE.
D. Secretary- The
Secretary of the Board is an evolved and very significant position. It is more than taking minutes of meetings
and writing correspondences for the Board.
To keep or cause to be kept a). Minutes of all proceedings of the
Corporation in a permanent record book; b). An accurate register of Board
membership and attendance and other membership of the corporation; c). A
register of the address of each Director; d). Current membership information.
Ø
Send or cause to
be mailed notices of meetings and activities of the corporation and activities
to the membership.
Ø
Attest to the
instruments of the Corporation, including signing duly approved copies of Board
of Directors and Executive Committee meetings.
Ø Ensures that all official documents are safely passed
to the next secretary
Ø Researcher of organization’s records, when necessary,
for information for the Board
Ø Oversees other records of the Board, including the
charter, incorporation document and any historical documents.
Ø
Maintains records
of election and appointment dates of volunteers.
Ø
Maintains records
of Director attendance at Board meetings and informs the chairman of excessive
absences.
Ø To carry out all responsibilities and duties as assigned
by the chairperson.
Ø To serve as a member of the Executive Committee.
The Secretary of the
Board should oversee the process of taking minutes, coaching the staff member
or volunteer about proper procedure, validating the accuracy of minutes before
they are sent to the full Board, and ensuring that the minutes are safely
archived. Correspondence for the Board can and should be handled by management
appointed staff preferably the executive assistant to the CEO.
ALL OFFICERS’ POSITIONS REQUIRE A COMMITMENT OF EXTRA TIME AND RESPONSIBILITY. BOARD MEMBERS WHO CANNOT MAKE THIS EXTRA COMMITMENT SHOULD NOT SEEK OR ACCEPT THIS OFFICE.
E. Treasurer –
The job of Treasurer is more oversight than hands-on. The treasurer no longer
keeps the financial records for the corporation, but rather oversees the
financial records of the organization, and ensures that the Board regularly
receives good reports of the financial condition of the organization. The
Treasurer shall have the general responsibilities for maintaining
accountability for all funds and property of the Corporation. She/he shall
supervise the manner in which the records are maintained and at reasonable
times shall be open for Board and public review. Shall work with the executive
in the preparation of the Annual budgets and all other budgets that may come
before the Board for review or approval. In addition, the Treasurer shall:
Ø
In cooperation
with the executive, provide the Board with insight and knowledge of financial
plans, controls and results.
Ø
In cooperation
with the executive, assist the Board to understand the annual budget before
approval by the Board.
Ø
Arrange
in-service programs for the Board so Board members can better understand the financial
reporting process.
Ø
Examine monthly
financial reports to interpret trends and projections, and to inquire regarding
operating policies, plans and decisions.
Ø
Assist the
executive to interpret monthly financial reports to the full Board.
Ø
Chair the Budget
and Finance Committee.
Ø
Ensure that the
Board arranges for an annual audit of the organizations financial records.
Ø
Serve on the
Executive Committee.
Ø
Serve on other
taskforces designated by the Chairman
The Treasurer’s
duties or work may also include:
Ø
Assure that funds
of the Corporation are deposited in such banks and/or financial institutions as
may be designated by the Board of Directors.
Ø
Will sign all
disbursement within the limitations and policies set by the Board of Directors.
ALL OFFICERS’ POSITIONS REQUIRE A COMMITMENT OF EXTRA
TIME AND RESPONSIBILITY. BOARD MEMBERS
WHO CANNOT MAKE THIS EXTRA COMMITMENT SHOULD NOT SEEK OR ACCEPT THIS OFFICE.
F. Parliamentarian
- The Parliamentarian of the Board is a very important position on the
Board. The Parliamentarian shall
maintain that all Board proceedings follow Robert’s Rules of Order or such
house rules that may be adopted by the Board of Directors that govern their meeting.
In addition he will advise the Chairperson of violations to meeting conduct
rules during corporation meetings.
Additional duties of the Parliamentarian may include:
Ø May review agency bylaws and operating procedures to
insure conformity to federal and state laws
Ø
May review and
facilitate actions associated with federal IRS 501 (c)(3) ruling and Indiana
Corporation law guidelines.
Ø
May serve on
Agency Executive Committee
Ø
May perform other
responsibilities as directed by the Chairman of the Board.
Ø
May chair the
Corporate Compliance Committee
G.
Chief
Executive Officer– The Corporation’s
Resident Agent and the only employee of the Board of Directors; and is employed
by the Board to assist the Board in the overall management of the
organization. The CEO is delegated by
the Corporation to perform the following: employment, training, promoting,
disciplining and terminating employees; and for establishing and maintaining
the business structure that will efficiently conduct the management functions
of the organization.
The CEO plans for and
administers a program providing service in accordance with the organization’s
stated purpose, and in such a manner that optimum results are achieved in
relation to the resources of the organization, and operates under the general
direction of the Board.
For the Board of Directors, the CEO:
Ø Develops and recommends to the Board of Directors,
specific, written, long- and short-range plans for the development of programs
and services.
Ø Maintains appropriate relations with the Board and
Board committees, and keeps them informed.
Ø Interprets trends in the fields of service and
recommends changes to the Board.
Ø Assists with orientation and training programs for the
Board.
For the Staff, the CEO:
Ø Supervises and directs staff in the performance of
their duties.
Ø Evaluates the performance of staff members.
Ø Provides overall control of and direction for
personnel, including active participation in or approval of personnel actions.
Ø Manages volunteer activities.
In the area of planning, the CEO:
Ø Evaluates services in relation to goals and standards,
and recommends modifications.
Ø Recommends new programs to the Board.
Ø Works with the Board to establish a long-range plan
for the organization.
In the area of finance, the CEO:
Ø Prepares budgets and is accountable for control of
these resources once approved.
Ø Directs all financial operations.
In the area of constituent
relations, the CEO manages all activities.
In the area of public
relations, the CEO interprets the function of the organization to the
community through direct involvement and through public relations programs,
including personal contact, descriptive program literature, and the media.
In the area of interagency
relations, the CEO:
Ø Maintains appropriate relations with other
professional, business, and service groups.
Ø Maintains appropriate relations with federal, state,
and local government units.
Ø Maintains appropriate relations with other agencies in
similar fields of service.
In the area of organizational operations, the
CEO:
Ø Recommends policies to the Board and/or assists the
Board in the formulation of policies.
Ø Ensures implementation of the policies adopted by the
Board.
Ø Has chief administrative responsibility for
maintenance of facilities.
Ø Carries chief administrative responsibility to ensure
that legal obligations are met.
In the area of Executive Communication/Counsel
to the Board, the CEO will provide information and counsel to the Board
Ø Make the Board aware of special events, relevant
health trends, material external and internal changes and the assumptions upon
which any Board policy has previously been established.
Ø Submit required monitoring data in a timely, accurate
and understandable fashion, directly addressing provisions of the Board
policies being monitored.
Ø Marshal as many staff and external points of view, and
options as needed to make good recommendations to the Board for informed Board
action.
Ø Present information in a form that is understandable
and of reasonable length.
ARTICLE VI- BOARD OF
DIRECTORS MEETINGS
Section 1. Frequency of Meetings: All regular meetings of the Board of Directors must be
held monthly, twelve (12) times per year, at a place convenient to the majority
of the Directors. Consideration should be given to convening it within the
targeted geographic area served. From time to time, as deemed necessary by the
members of Board, a meeting may be held by Conference Call, if duly called
pursuant to these bylaws.
Section 2. Committee Meetings: All committee meetings may be scheduled by the
Board Committee chairperson and should determine their frequency or a minimum
of (4) four per year except the Executive to meet as needed not to exceed six
(6) per year and the finance committee shall meet monthly.
Section 3. Open Meeting Act: All Board of Directors
meetings, regular or special, shall be open to the public in conformity to the
Open Meetings Act. However, the Board shall have the right to call a closed
executive session to deal with business of a sensitive nature.
Section 4. Power To Continue: A regular meeting of the
Board of Directors may be convened without any other notice than these bylaws
provide after the Annual Meeting of the Directors. The Board of Directors may
provide by resolution for; the holding of such additional regular meetings as
it may deem proper, each without other notice than such standing resolution
itself. Attendance of Directors at any meeting shall constitute a waiver of
notice of such meeting except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 5. Waiver of Formal Meeting: Unless otherwise
provided by the Articles of Incorporation or these bylaws, any action required
by the laws of the State of Indiana to be taken at a Board of Directors meeting
and be taken without a formal meeting, if a consent in writing, setting forth
the action so taken shall be signed by all Directors. The consent shall have
the same effect as a unanimous vote.
Section 6. Quorum: 51% of the total number of Directors,
present and in person and by proxy shall constitute a quorum for the
transaction of business.
If no quorum is present at the meeting for
Directors, the Directors present may recess to such future time as shall
be agreed upon by them. Notice of such
recess shall be mailed, postage prepaid, to each Director.
ARTICLE VII - BOARD COMMITTEES
Section 1. Executive Committee: Unless otherwise adopted by the Board of Directors and
these bylaws, the Executive Committee shall consist of the following officers
of the Corporation, all of whom shall have the right to vote: 1). Chairperson;
2). 1st Vice Chairperson; 3). 2nd Nominating
Chairperson; 4). Secretary; 5). Treasurer, 6). Parliamentarian, 7). Community
Advisory Committee Chairperson; 8). Public Relations Chairperson; 9). Business
Advisory Development Committee.
Section 2. Power of Authority of the
Executive Committee: The authority of
the Executive Committee shall be as follows:
A.
General
Authority. The Executive Committee
shall have the authority to convene and transact business between regularly
scheduled meetings of the Board of Directors. Said actions of the Executive
Committee shall require ratification by the Board of Directors at the following
regular or special meeting where a quorum is present.
B.
Meetings. The Executive Committee shall meet bi-monthly, 6
times a year. All other Board members are invited, but not required to attend
Executive Committee meetings. When attending Executive Committee meetings,
other Board members have voice, but no vote.
C.
Quorum. A majority of the Executive Committee Members,
present and in person, shall constitute a quorum for the transaction of the
Executive Committee’s business.
D.
Notice of
Meetings. The Chairperson of the
Board of Directors, or any three (3) Executive Committee members, may call a
special Executive Committee meeting by written notice no less than three (3)
days before a meeting convenes. Said
written notice shall be delivered to the remaining members of the Executive
Committee.
Section 3. Ad Hoc and Other Standing Committees: All
Board committees are created to assist the Board of Directors to govern more
efficiently. A Board committee is
not designed to do staff work nor interfere with the work of management.
Committees are used to investigate, deliberate and analyze special issues on
behalf of the Board.
The Board of Directors has inherit powers
to appoint special and Ad Hoc committees at any time, except those Standing
Committee designated by these bylaws, and it may dissolve those committees when
the task is complete unless the Board gives further assignments.
An Ad Hoc Committee is usually
appointed by the Board chair or full Board when the task to be completed does
not fit well into the job description of the Standing committees of the Board.
These committees may include conducting a feasibility study for a building
project or determining how to handle a sudden emergency, etc.
Sometimes it is appropriate to appoint and
desirable to appoint a person other than Board members to serve with Board members
on Ad Hoc committees if special expertise is required beyond what is available
from Board members.
Ad Hoc Committees:
As with all other committees,
Ad Hoc committee of the Board has only the powers specifically
delegated by the Board. Functions
of any Ad Hoc committee as well as timelines for performance
should be recorded in the minutes at which the committee was
established.
All committees are a
subsidiary of the Board, and must be accountable to the full Board. They should
report their work to the full Board on a regular basis. Each committee should make recommendations
to the Board for action, such recommendations to be made by a member of
the committee in the form
of a motion at a full Board.
The
following Ad-Hoc committees shall exist and be appointed by the chairperson of
the Board or the Board of Directors:
1
Compensation and
Benefits Committee- shall conduct a review of agency compensation and
benefits from time to time and ensure that those are
appropriate to the Community Health
Center standards and that will enhance the recruitment and
retention efforts of the Agency.
2
BAC (Business
Advisory Council)
3
Fundraising
Membership
4
Capital Fund
Development
5
Facilities –
Planning Development
6
Special Events –
Annual Anniversary May/June; Annual State of Health Program, January; Centers
Week, August.
7
Etc.
The following Standing committees shall exist and be
appointed by the Chairperson of the Board of Directors to assist in the
effective formulation of Board policy:
A.
Executive
Committee
B.
Corporate
Compliance Committee, (includes personnel, employment contract review, cultural
competency, HIPAA, and collaborative agreements)
C.
Finance/Budget
Committee
D.
Community/Public
Relations and Consumer Advisory Committee
E. Board Development Committee, includes Nominating committee functions, planning and evaluations/training/planning and evaluations of Board.
F.
Clinical
Standards Committee, oversees the Health Plan and recommendations to improve
Clinical outcomes.
Section 4. Composition of Standing
Committees: Each of the Standing committees shall consist of not
less than three (3) and not more than seven (7) members with the exception
being nine (9) for the Consumer Advisory Committee. The Standing committees may
include non -Directors, however, care should be taken in these appointments due
to the sensitive nature of issues discussed.
The committees shall meet as often as deemed necessary and in such a
place or places as the need may dictate. The Chairperson shall have the
authority to call a meeting. Officers may also be elected if deemed necessary
by each respective committee. Any individuals other than officers may be
appointed, if deemed necessary. A record of all committee meetings shall be
kept and reported to the Board of Directors at the next meeting of the Board of
Directors.
Section 5. Duties and Responsibilities
of Standing Committee: A management staff member appointed by the CEO
shall serve as ex-officio member of each of the Standing committees of the
Board of Directors. The duties and responsibilities of the Standing committees
of the Board of Directors shall be as follows:
A. Corporate Compliance shall have the
responsibilities pertaining to the development and maintenance of an effective
human resources program and specifically to perform the following:
1. To review all personnel policies including
employment procedures.
2. To establish personnel grievance policies
and procedures.
3. To review new and revised job descriptions.
4. To
recommend salary scales appropriate to regional and similar positions in the
health fields.
5. To review and recommend employment
contracts.
6. To establish employee benefits and
workplace conditions.
7. To perform those other related responsibilities
as assigned by the Chairman of the Board.
A.
Finance
Committee shall have responsibilities
pertaining to the safeguarding and efficient use of the Corporation’s
resources, specifically:
Duties -
Ø To act as financial advisor to the Board of Directors
in all financial affairs of the Corporation.
Ø To review the annual operating budget as well any
other special grants or contracts.
Ø To recommend policy for financial management
practices, including a system to assure accountability for corporate resources,
budget priorities, eligibility for services, criteria for partial payment
schedules, and long range financial planning.
Ø To review all audits and submit procedures.
Ø To perform other responsibilities as may be assigned
by the Chairperson.
Ø To make appropriate and regular reports and
recommendations to the Board of Directors.
B.
Nominations,
Board Development, Planning and Evaluations includes tasks. It shall have
the responsibilities for presenting a slate of candidates for election at the
Annual Meeting and to perform prudent periodic assessment of the Corporation’s
performance, its viability as an ongoing concern, and its compliance to
applicable laws and regulations, specifically:
Duties -
Ø
To assure that
the Corporation engages in strategic planning.
Ø
To assure that
the strategic plan is updated on a regular basis as related to Board
performance.
Ø
To review
collaborative efforts with other programs, organizations, and/or facilities in
providing comprehensive planning for meeting the total health needs of the
community, both for the present and future.
Ø
To establish and
implement a program evaluation process.
Ø
To make reports
and recommendations to the Board of Directors.
Ø
To work with the
CEO to assure that all policies are implemented in conjunction with the
election of persons to the Board as outlined in the by-laws and laws of the
State of Indiana.
C.
Community,
Consumer and Public Relations Committee
shall have the responsibilities pertaining to the Corporation as a Citizen of
the community and establishing a Board of community residents of the targeted
area who shall assist the Corporation in assuring that it responds to community
health needs and specifically perform the following:
Duties -
Ø
To work to
improve the relationship between the Corporation and its public linkages.
Ø
To promote a
general understanding and awareness of the Corporation and its Centers services
through a planned program of public education and information dissemination.
Ø
To establish and
monitor client grievance process in conjunction with the Consumer Advisory
Committee chairperson.
Ø
To make
appropriate and regular reports and recommendations to the Board of
Directors.
Ø
Assess the
targeted community for health disparities and access problems and submit to the
Corporate Board.
Ø
Develop a
leadership base of community representatives who can be elected to the Consumer
positions on the Board of Directors.
Ø
Work to resolve
community conflicts between Agency and community residents.
Ø
Suggest health
initiatives to be pursued by the Board of Directors of the Centers.
Ø
Support the
Corporation in all its program and fund generating efforts.
Ø
Make regular
reports to the Board of Directors on activities and project progress.
D.
Clinical
Standards Committee shall oversee the
work of the Clinic for the Board to assure that all the federal and state
regulations are in compliance with the Bureau of Primary Health Care #330,
federal, state and local authorities and perform the following specifics:
Duties -
Ø Work with Medical Director to assure that the Centers’
clinical environment meets the standards of operation.
Ø Perform other responsibilities as
determined by the Health Commission/Indiana Division of Primary Health Care and the Indiana Primary
Health Care Association.
Ø
Will make regular
reports to the Board of Directors on a regular basis.
Ø
Perform other
responsibilities as determined by the Chairperson of the Board.
Ø
Oversee
implementation of Health Plans
Ø
Oversee
performance of #330 Bureau of Primary Health Care Expectations, review health
related outreach activities to ensure they are added with Centers Plan.
ARTICLE VIII- MEMBERSHIP & DUES:
Section 1. The Madison County Community Health Centers, Inc. will
administer a program of membership to the Corporation within the provisions of
the IRS 501 (c)(3) regulations. The membership drive will designate several
classes of members with various benefits derived by each class/category. In
accordance with the Board of Directors ruling and the limitations set by the
bylaws of the Corporation the membership will be executed in the following area
with a duration from one (1) year to lifetime.
A. Corporate Membership/Contribution
(1) Platinum
(2)
Gold
(3)
Silver
(4)
Bronze
B. Organizational
(1)
Community Based
Organizations
(2)
Not-For-Profit
Agencies
(3)
Fraternal and
Social Group
C. Contributing
Membership
D. Sustaining
Membership
E. Individual Membership
(1) Life-time
(2) Senior Citizen
(3) General
(4) Youth
F. Supporting (Complementary)
Section 2. Within the scope of the federal Centers’ standards,
clinical services must be provided to everyone regardless of their ability to
pay. However, a sliding fee scale will be instituted. Each recipient will be
encouraged to become a member of the corporation.
ARTICLE IX - INCOME GENERATING SOURCES OF SUPPORT
Section 1. The Center’s long-term goal is to become
self-sustaining, however, it will seek to become a State Qualified Centers and
proceed to achieve Federal Qualification status, which will provide a source of
income. This status will enable it to generate funds from the following
sources:
A.
Co-pay
B.
Indiana Special
Children Insurance Coverage Program
C.
Medicaid
D.
Medicaid Select
E.
Medicare
F.
Hoosier
Healthwise
G.
DCFS – Disability
Payment
H.
Commercial
I.
Sliding- Fee
J.
Self-Pay
Section 2. Local, State and Federal Grants and Contracts:
A.
Indiana State
Department of Health
B.
Tobacco
Settlement Funds
D.
Indiana
Department of Family Service
E.
Local Government,
(i.e., Community Development Block Grant, City’s Highway Funds, etc.)
F.
Other Federal
Grants
Section 3. Foundations and Trusts will be solicited in
the following areas:
A.
National
Foundations
B.
Regional
Foundations
C.
Local Foundations
and Trusts
D.
Religious
E. Charitable/Service
Organizations (United Way’s and Other)
Section 4. Special Events and Fund-raisers as designated
by the Board of Directors from time to time.
Section 5. Memberships will represent
an income source. (See listing in Article VIII)
ARTICLE X - CORPORATE INDEMNIFICATION:
Section 1. Indemnification. To the extent not inconsistent with the law of the
State of Indiana, every person (and the heirs and personal
representatives of such person) who is or was a Director or officer of the
Corporation shall be indemnified by the Corporation against all
liability and reasonable expense that may be incurred by him in connection with
or resulting from any claim, action, suit or proceeding (a) if such Director or
officer is wholly successful with respect thereto or (b) if not wholly
successful, then if such Director or officer is determined to have acted in
good faith, in what he reasonably believed to be the best interests of the
Corporation and, in addition, with respect to any criminal action or
proceeding, is determined to have had no reasonable cause to believe
this conduct was unlawful. The termination of any claim, action, suit or
proceeding, by judgment, settlement whether with or without court
approval), conviction, plea of guilty or plea of nolo - contendere (or
its equivalent) shall not create a presumption that a Director or officer did
not meet the standards of conduct set forth in this Section.
As used in this Section, the terms “claim, action, suit or proceeding” shall include claim, action, suit or proceeding and all appeals thereof (whether brought by or in the right of this Corporation, any other corporation or otherwise), civil, criminal, administrative or investigative, or threat thereof, in which a Director or officer of the Corporation (or his heirs and personal representatives) may become involved, as a party or otherwise:
(a)
By reason of this
being or having been a Director or officer of the Corporation or of any
corporation which he served as such at the request of the Corporation, or
(b)
By reason of his
acting or having acted in any capacity in a partnership, association, trust or
other organization or entity where he served as such at the request of the
Corporation, or
(c) By reason of any action taken or not taken
by him in any such capacity, whether or not he continues in such capacity at
the time such liability or expense shall have been incurred.
As used in this Section,
the term “wholly successful” shall mean (a) termination of any action, suit or
proceeding against the person in question without any finding of liability or
guilt against him, (b) approval by a court, with knowledge of the indemnity
herein provided, of a settlement of any action, suit or proceeding, or (e) the
expiration of a reasonable period of time after the making of any claim or
threat of an action, suit or proceeding without the institution of the same,
without any payment or promise made to induce a settlement.
Every person claiming
indemnification hereunder (other than one who has been wholly successful with
respect to any claim, action, suit or proceeding) shall be entitled to
indemnification (a) if special independent legal counsel, which may be regular
counsel of the Corporation or disinterested person or persons, in either case
selected by the Board of Directors, whether or not a disinterested quorum
exists (such counsel or person or persons being hereinafter called the
referee”), shall deliver to the Corporation written findings that such Director
or officer has met the standards of conduct set forth herein , and (b) if the
Board of Directors, acting upon such written finding, so determines. The person
claiming indemnification shall, if requested, appear before the referee and
answer questions which the referee deems relevant and shall be given ample
opportunity to present to the referee evidence upon which he relies for
indemnification. The Corporation shall, at the request of the referee, make
available facts, opinions or other evidence in any way relevant to the
referee’s findings, which are within the possession or control of the
Corporation.
The rights of
indemnification provided in this Section shall be in addition to any rights to
which any such Director or officer may otherwise be entitled. Irrespective of
the provisions of this Section, the Board of Directors may, at any time and
from time to time, approve indemnification of Directors, officers, employees or
other persons to the full extent permitted by the law of the State of Indiana,
whether on account of past or future transactions.
Expenses incurred with
respect to any claim, action, suit or proceeding may be advanced by the
Corporation (by action of the Board of Directors, whether or not a
disinterested quorum exists) prior to the final disposition thereof upon
receipt of any undertaking by or on behalf of the recipient to repay such
amount unless he is entitled to indemnification.
The Board of Directors is
authorized and empowered to purchase insurance covering the Corporation’s
liabilities and obligations under this Section and insurance protecting the
Corporation’s Directors, officers, members and employees.
ARTICLE XI - AMENDMENTS TO BYLAWS
Section 1. Amendments: These Bylaws may be amended by the affirmative vote
of a majority of the Board of Directors, provided that the text of the proposed
amendments shall have been mailed/sent to all Directors the call for the
meeting at least ten (10) days in advance of such meeting.
Adopted by the Board of Directors this 15th day of (November 2003)
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