Mental Health Association of Prince George's County

MHAPGC ByLaws

BYLAWS OF THE MENTAL HEALTH ASSOCIATION OF PRINCE GEORGE' S COUNTY, INC.
REVISED AND APPROVED JUNE 13, 1996
(Suggested revisions in italics)
June, 2001

ARTICLE I
NAME, TERRITORY, OFFICE

Section 1. NAME
The name of this organization shall be: the Mental Health Association of Prince George's County, Inc. It shall be a chapter of the Mental Health Association of Maryland Inc., which is a Division of the National Mental Health Association.

Section 2. TERRITORY
The territory of the Chapter shall be the total geographic area of Prince George’s County in the State of Maryland.

Section 3. HEADQUARTERS
The headquarters of the Chapter shall be located within the territory of the chapter in such place as determined by the Board of Directors of the Chapter.

ARTICLE II
PURPOSE

Section 1. VOLUNTEER CITIZENS MOVEMENT
The purpose of the Mental Health Association of Prince George’s County Inc., is to work in cooperation with the Maryland division of the National Mental Health Association towards victory over mental illness through the development of a volunteer citizens movement to advocate for improved care and treatment of persons with mental illness; for improved methods and services in research, prevention, detection, diagnosis and treatment of mental illness; and for the promotion of mental health.

Section 2. NON-PROFIT OPERATION
Since the purposes are charitable, the Chapter shall not be conducted for profit or gain, and no part of its earnings or assets shall inure to the benefit of any individual, firm or corporation.

ARTICLE III
AFFILIATION WITH THE DIVISION

Section 1. ADHERENCE TO POLICIES AND PROCEDURES
The Association, as an affiliate chapter of the Mental Health Association of Maryland, Inc., and the National Mental Health Association, has accepted and adheres to the purpose, standards, policies and procedures as established by both bodies.

Section 2. CHANGE OF STATUS
The Association shall remain a Chapter of the Division until termination or change in status by the Division Board of Directors or upon notification to the Division Board of Directors of the intention from the Chapter to terminate.
The Chapter, at a special meeting of the Chapter membership called for the purpose, and only by two-thirds vote of all those present and entitled to vote, may vote to withdraw from the Division.

ARTICLE IV

Section l. ELECTION OF DELEGATES
The Board of Directors of the Chapter shall annually elect representatives as Delegates to the Division. The number of delegates shall be determined by the Mental Health Association of Maryland, Inc.
A person receiving monetary consideration from full or part-time services as a staff member of any Mental Health Association shall not be eligible for election as a Delegate.

Section 2. TERM OF OFFICE
Delegates shall be elected for a term of one year.

MEMBERSHIP

Section l. REGULAR MEMBERSHIP
Membership shall be granted to those individuals who contribute the required sum of money or more to the Chapter. Such members shall be members of the Mental Health Association at the Chapter, Division and National levels, but shall have voting privileges only at the Chapter level.

Section 2. CATEGORIES OF MEMBERSHIP AND DUES
The Board of Directors shall have the authority to set the membership dues and categories upon a vote of 51% of the Board. The amount of dues and the categories of membership shall be a matter of record reflected in the minutes of the Board of Directors.

Section 3. PAYMENT OF DUES
Dues for membership shall be payable yearly, except for lifetime members, in advance at the rates and times established by the Board of Directors. Such rates and times shall be a matter of record reflected in the minutes of the Board of Directors.

ARTICLE VI
BOARD OF DIRECTORS

Section 1. NUMBER OF DIRECTORS
The property and affairs of the Chapter shall be managed by a Board of Directors which shall consist of not less than twenty (20) and not more than thirty-five (35) persons who are members in good standing, chosen with due respect for geographic distribution within Prince George's County, variety of professionals, areas of interest in the mental health field and chosen in such a manner as to attempt to represent a profile of the County residents; said Directors shall be residents of, or employed in Prince George's County . At least two-thirds of the Board shall, at all times, consist of persons not professionally engaged in the mental health field.

Section 2. ELIGIBILITY FOR ELECTION
A person receiving monetary consideration serving as a staff member of any Mental Health Association shall not be eligible as a member of the Board of Directors.

Section 3. ELECTION AND TERM OF OFFICE
Directors and Officers shall be elected at each Annual Meeting by a majority vote of the membership of the Chapter present in person and entitled to vote. Officers and Directors shall take office at the close of the meeting at which they are elected. Nominations, accompanied by background information, shall be made by the Nominating Committee. Nominations may also be made by members entitled to vote, who are present at the meeting.
Directors shall be elected to serve terms of one, two or three years. Approximately one-third of all the Directors shall be in the final-year of their terms, approximately one-third shall have two years remaining before the completion of their terms; and approximately one-third shall have three years remaining before the completion of their terms.
Upon expiration of a term as a member of the Board of Directors, a Director shall be eligible for election to another term; provided, however, that no person shall serve more than six consecutive years a Director, time served as an officer of the Chapter shall not be included in calculating the six consecutive year time limitation of service as a Director.

Section 4. VACANCIES
Any vacancy among the Directors, Officers, or members of the Nominating Committee, by reason of death, removal, or resignation may be filled for the un-expired portion of the term by the Nomination of the Nominating Committee and subsequent election by the majority vote of the remaining members of the Board of Directors. No person shall be chosen to fill a vacancy on the Board of Directors who is at that time ineligible for election as Director in accordance with these Bylaws.

Section 5. COMPENSATION
Directors shall receive no salary for their services as Directors.

Section 6. CONFLICT OF INTEREST
Members of the Board of Directors are expected to act objectively without being or appearing to be motivated by private gain with respect to any action upon a matter before the Board of Directors. It is the responsibility of every Board member to declare his/her interest in a matter before the Board of Directors.

A. DECLARATION OF CONFLICT-OF-INTEREST
Prior to discussion of any matter over which the Board of Directors or any of its committees has a review or on which it will take a vote, the following procedure shall be followed:
1.) Whenever a member has cause to believe that a matter before the Board of Directors would involve a member in a possible conflict of interest, the member shall declare the interest.
2.) Any person present may raise the question of a possible conflict of interest, providing reasons for the claim, with regard to any member present at the meeting. If any person raises the question of possible conflict of interest, it shall be treated as shown below in Subsection B, Treatment of Conflict of Interest.

B. TREATMENT OF CONFLICT-OF- INTEREST
If a member declares a conflict of interest, the Board of Directors shall decide whether the member shall be allowed to:
1.) Discuss the matter only
2.) Neither discuss nor vote on the matter
Such action by the Board of Directors shall be by a majority vote of those attending, excluding the member making the declaration and excluding any other member present who has already been disqualified from discussion or voting because of his/her own conflict of interest.

ARTICLE VII
OFFICERS

Section 1. GENERAL
The officers of the Association shall be the President, one or more Vice-Presidents, a Secretary, and a Treasurer.

Section 2. ELECTION AND TERM OF OFFICE
Officers shall be elected by a majority vote by the voting membership present in person and entitled to vote at its annual Meeting. The officers shall take office at the close of the meeting at which they are elected and shall serve for a term of one year or until their successors have been elected and qualified.

Section 3. DUTIES
Officers shall perform the duties prescribed in these bylaws and shall assume such additional duties as may be prescribed from time to time by the Board of Directors.

Section 4. PRESIDENT
The President shall preside at all meetings of the Chapter, the Board of Directors and the Executive Committee. The President shall perform the usual duties of the office and be an Ex-officio member of all committees with the exception of the Nominating Committee. The President shall, with the approval of the Board of Directors, appoint chairs of all committees including the Professional Advisory Committee, excepting the Nominating Committee.

Section 5. VICE-PRESIDENTS
The Vice- President designated by the President shall in the absence of or at the direction of the President, preside at all meetings of the Chapter, the Board of Directors and the Executive Committee. In the event that the President is unable to complete his/her term, the Board shall designate a Vice-President to assume the responsibilities of that position. The Vice- Presidents shall also perform such other duties as the Board of Directors may from time to time determine. A Vice-President shall be the Chair of the Long Range Planning Committee.

Section 6. SECRETARY
The Secretary shall be responsible for the minutes and records of the meeting of the Chapter, the Board of Directors, and the Executive Committee; and shall perform such other duties as the Board of Directors may from time to time determine.

Section 7. TREASURER
The Treasurer shall be responsible for the oversight of collection, receipt, and deposit of funds of the Chapter as directed by the Board of Directors; shall render monthly financial statements to the Executive Committee, and such other reports and accounts of the financial condition of the Chapter as may from time to time be requested by the Executive Committee or the Board of Directors, and shall perform such other duties as are included in the office of Treasurer; and shall have such other powers and perform such other duties as the Board of Directors may from time to time determine.

ARTICLE VIII
COMMITTEES

Section l. STANDING COMMITTEES
There shall be the following standing Committees: Executive Committee, Nominating Committee, Finance Committee, Personnel Committee, Fund Development Committee, Membership Committee, Long Range Planning Committee.
The Board of Directors and /or the Executive Committee from time to time may authorize and appoint such other committees, with such membership, powers and duties as may be deemed necessary or advisable in conducting the business, activities and affairs of the Chapter.

Section 2. TERM OF OFFICE AND PROCEDURE
All Committee Members shall hold office from the time of their election or appointment for a period of one year or until their successors have been elected or appointed, or until their committee is completed or discontinued by the Board of Directors and/or the Executive Committee. Members of all committees, except the Executive Committee and the Nominating Committee, may be, but need not be, members of the Board of Directors.
Meetings of each Committee may be called by its Chair, by the President, or by any two members of such Committee on five working days' notice.
A Majority of the members of each Committee shall constitute a quorum and the act of a majority of the quorum present at the meeting shall constitute the act of such Committee, except that in the case of the Nominating Committee, only the act of the majority of the entire Committee shall constitute the act of such Committee.

Section 3. EXECUTIVE COMMITTEE
The Executive Committee shall be composed of the Officers of the Chapter, the immediate past President and any additional members appointed by the President. Each shall serve for one year beginning with the close of the meeting at which they are elected.
Between meetings of the Board of Directors, the Executive Committee shall have and may exercise in the absence of specific direction by the Board of Directors, any and all powers of the Board of Directors in the management of the business and affairs of the Chapter. The Executive Committee shall regularly report its action to the Board of Directors.

Section 4. FINANCE COMMITTEE
The Finance Committee shall have charge of and be responsible for all the fiscal, financial, and budgetary affairs of the Chapter. The Finance Committee shall consist of the Treasurer and as many other individuals as the Board of Directors shall designate.

Section 5. NOMINATING COMMITTEE
The Nominating Committee shall be elected by majority vote by the membership present in person and entitled to vote at the annual Meeting of the Association. The Nominating Committee shall consist of three persons, two of whom shall be members of the Board of Directors. The members shall serve for two years. The committee shall meet within thirty (30) days following the date of their election and select their own Chair by majority vote.
The Nominating Committee shall nominate persons for election as members of the Board of Directors at the next Annual Meeting of the Association. The Nominating Committee shall present for election by the membership at the Annual Meeting, the nominees for officers. The Nominating Committee shall also nominate persons for election by the Board of Directors as Delegates to the Mental Health Association of Maryland, Inc. The Committee shall nominate persons to be elected as members of the succeeding Nominating Committee. A list of such nominees shall be sent to all members entitled to vote with the notice of the Annual Membership Meeting.

Section 6. PERSONNEL COMMITTEE
The Personnel Committee shall be appointed by the President to oversee the implementation of the Chapter Personnel policies. The Personnel Committee shall advise the Executive Committee on determining positions, classifications, job descriptions and salaries of all Chapter positions with consultation by the Executive Director. The Personnel Committee shall have jurisdiction of the grievance procedure as mandated by the Personnel Policies.

Section 7. FUND DEVELOPMENT
The Fund Development Committee oversees the development and implementation of a long-range fund development plan that would ensure the Association's ability to continue to meet community needs. The Committee would help the Association: 1) create a stable funding base; 2) maintain/maximize existing revenue sources; 3) develop new revenue sources; 4) secure additional funding from these sources.

Section 8. LONG RANGE PLANNING COMMITTEE
The Long Range Planning Committee shall be appointed by the President to develop long and short term plans for consideration by the Board of Directors. The Committee will monitor the implementation of the plans. The Committee shall coordinate with the Fund Development Committee and shall be chaired by a Vice President.

Section 9. MEMBERSHIP COMMITTEE
The Membership Committee shall be appointed by the President. The Committee is responsible for recruiting, orienting, and retaining members. The Committee will work in conjunction with the Fund Development Committee.

Section 10. PROFESSIONAL ADVISORY COMMITTEE
The Professional Advisory Committee (PAC) shall act as consultants to the Board of Directors, the Executive Committee, and all other Committees of the Chapter. Members of the PAC are required to attend the PAC Annual Meeting. The failure to attend the meeting without sufficient cause being shown to the President, will subject such member to possible removal from the PAC. A Member of the PAC may not serve on the Board of Directors or be an Officer of the Chapter.

ARTICLE IX
EXECUTIVE DIRECTOR APPOINTMENT AND DUTIES

Section 1. EMPLOYMENT
A. RESPONSIBILITIES
The Executive Director shall be employed by the Board of Directors and shall be responsible to the Board under the supervision of the President of the Board.
1) He/She shall be responsible for the administration of the Chapter in a manner consistent with the policies and direction of the Board. He/She shall be responsible for employment and supervision of staff, administration of business affairs, and maintenance of the official records of the Chapter.
2) The Executive Director and his/her staff shall provide supportive services to the Board of Directors and all committees.

B. CONTRACT
A written contractual agreement shall be approved by the Executive Committee. Said agreement shall include terms of employment, duties, responsibilities, expense reimbursement, compensation, benefits, termination policy and such other matters as may properly and appropriately be contained in a contractual agreement.

C. EX-OFFICIO MEMBERSHIP
The Executive Director shall be an ex-officio member of the Board of Directors and all committees with voice but not vote.

ARTICLE X
MEETINGS

Section 1. MEETINGS OF THE MEMBERSHIP
The Annual Meeting of the Chapter shall be held during the month of May or June at such time and place as may be determined by a majority vote of the Board of Directors, and notice of such Annual Meeting shall be distributed to all members in good standing and entitled to vote.

A. SPECIAL MEMBERSHIP MEETINGS
Special meetings of the members shall be called by the President and shall be called upon written request of a majority of the members of the Board of Directors of the Chapter and/or upon written request of twenty-five (25) of the members- in good standing and entitled to vote of the Chapter. Notice of Special Meetings shall specifically state the purpose of any such meeting and shall be distributed at least fifteen (15) days prior to the meeting to all members in good standing and entitled to vote.

B. QUORUM-MEMBERSHIP MEETING
At any meeting of the members, ten percent (10) of the total membership, present in person and entitled to vote, shall constitute a quorum.

C. VOTING-MEMBERSHIP MEETINGS
Each member shall be entitled to one vote at all meetings of the members and must be present, entitled to vote, and vote in person. Except as otherwise provided for by these Bylaws, all questions shall be decided by a majority vote.

Section 2. MEETINGS OF THE BOARD OF DIRECTORS
A. NUMBER OF MEETINGS
There shall be a minimum of four meetings of the Board of Directors each year. Such other meetings shall be called by the President, unless otherwise provided for in these Bylaws.

B. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the President or shall be called upon written request by ten (10) members of the Board of Directors. Such written request presented to the President shall specifically state the purpose of any such special meeting.

C. NOTICE OF MEETINGS
Notice of all regular meetings shall be distributed to all members of the Board of Directors at least one week before the meeting. Notice of Special Meetings shall state the purpose of the meeting, and shall be distributed at least ten (10) days prior to the Meeting.

D. QUORUM
One-fifth of the Board of Directors shall constitute a quorum.

E. VOTING
Except as otherwise provided by these Bylaws all questions shall be decided by a majority vote of members entitled to vote, present in person.

F. ATTENDANCE
If any member of the Board of Directors shall fail to attend three consecutive, regular Board meetings within a one year period without sufficient cause having been shown to the President, the Board of Directors may, after consultation with such individual, consider the position vacant and may proceed to fill such vacancy as provided for in these Bylaws.

Section 1. EXECUTIVE COMMITTEE
Meetings of the Executive Committee shall be called by the President or by a majority of the members of the Executive Committee.
Notices of regular meetings of the Executive Committee shall be distributed to all members at least one week prior to the meeting.
One-third of the Executive Committee shall constitute a quorum with either the President or the Vice-President presiding.

ARTICLE XI
FINANCES

Section 1. FISCAL YEAR
The fiscal year of the Chapter shall be from July 1 to June 30.

Section 2. FUNDS
All funds received by the Chapter, except for the Endowment Funds, shall be credited to the Chapter and placed in depositories approved by the Board of Directors.
Checks shall be issued for all bills owed by the Chapter within the provisions of the budget adopted by the Board of Directors or pursuant to special appropriations made by the Board of Directors.
The accounts of the Chapter shall be audited annually after the close of the fiscal year and a copy of the audit submitted to the Division by December 31 of the following year.
The Board of Directors shall authorize the bonding of officers and staff having access to the funds of the Chapter.

Section 3. FINANCIAL SUPPORT BY THE CHAPTER
The Chapter shall adhere to the financial policies of the Division and the National Mental Health Association.

Section 4. ENDOWMENT FUND
The Mental Health Association of Prince George's County, Inc. shall maintain a specifically managed endowment fund. All revenue received from bequests and estates shall be deposited in the endowment fund unless the donor designates otherwise. Other contributions designated to the endowment fund of the Association shall be deposited in this account. The funds deposited in the endowment fund shall be retained in perpetuity. Only the interest can be utilized for the expenses of the Association. The investment of the endowment funds shall be managed by the Treasurer with the advice and consent of the Board of Directors of the Association. With a vote of two-thirds of the entire membership of the Board of Directors, the Board can invade up to 10% of the principle for any year and any purpose the Board considers an emergency.

ARTICLE XII
DISCRIMINATORY PRACTICE

Participation in all voluntary activities, potential membership on the Board of Directors and Committees and, receipt of all services offered, and employment, by the Association shall be available to all residents of Maryland regardless of race, sex, religion, national origin, disability, age, or sexual orientation.

ARTICLE XIII
INDEMNIFICATION

To the maximum extent permitted by the Maryland General Corporation Law, as from time to time amended, the Association may, by two- thirds vote of the voting members of the Board of Directors, indemnify its currently acting and former Directors, Officers, agents and/or employees, and those persons who, at the request of the Association, serve or have served another enterprise or entity in one or more such capacities, against any and all liabilities incurred in connection with their services in such capacities.

ARTICLE XIV
AMENDMENTS

These Bylaws may be amended at the Annual Meeting of the members or at a Special Meeting of the members by a two-thirds vote of the membership present in person and entitled to vote.
All amendments first must be presented in writing to the Board of Directors by a member of the Board of Directors, or by voting members of the Chapter, and must be submitted by the Board of Directors to the Chapter members with such recommendations as the Board of Directors may deem advisable.
Notice of any proposed amendments shall be given with the notice of the Annual Meeting at least thirty (30) days before the Annual Meeting or at least fifteen (15) days before any special meeting of the membership.
Copies of proposed amendments shall be afforded any member upon request.
Notification of all amendments of these Bylaws shall be sent to the Division immediately after adoption.

ARTICLE XV
AUTHORITY

Robert's Rules of Order (latest revision) shall govern the meetings of the members, Board of Directors, and the Committees of the Chapter in all cases in which they are applicable and in which they are not inconsistent with these Bylaws.

ARTICLE XVI
DISSOLUTION

Upon dissolution of the Mental Health Association of Prince George's County, Inc., all of its assets remaining after payment of all costs and expenses of such dissolution, shall be distributed to the Mental Health Association of Maryland, Inc., an organization qualified for exemption under 5OlC (3) of the Internal Revenue Code, and none of the assets will be distributed to any member, officer, or trustee of this organization.