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