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, 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.

 

Duties –

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:

Duties -

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….

 

              Duties -

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.

 

Duties/ Responsibilities –

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:

 

Duties/ Responsibilities -

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:

 

Duties -

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.

 

Duties –

              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:

      Powers of 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.

 

      Accountability of Ad Hoc Committees

      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.

 

Standing Committees of Board

 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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