Association for Children s Mental Health State Bylaws April 24, 2014
Table of Contents Article I Name... 3 Article II Purpose and Powers... 3 Section 1 - Purpose......3 Section 2 - Nonprofit Status... 3 Section 3 - Distribution Upon Dissolution... 3 Article III Memberships... 3 Section 1 - Requirements... 3 Section 2 - Dues... 3 Section 3 - Annual Membership Meeting... 3 Article IV Board of Directors...... 4 Section 1 - General... 4 Section 2 - Meetings.... 4 Section 3 - Lawful Powers... 4 Section 4 - Quorum... 4 Section 5 - Special Advisory... 4 Section 6 - Unexcused Absences... 5 Section 7 - Vacancies... 5 Section 8 - Responsibilities... 5 Section 9 - Emeritus Board Members... 5 Article V Indemnification of Directors and Officers... 5 Section 1 - Indemnification... 5 Article VI Officers....5 Section 1 - Definition... 5 Section 2 - Re-election and Officer Term... 6 Section 3 - Duties of Officers... 6 Article VII Committees....6 Section 1 - Committees of the Board... 6 Section 2 - Ad Hoc Committees... 7 Article VIII Executive Director... 7 Section 1 - Description... 7 Article IX Amendments... 7 2
ARTICLE I - NAME The name of the organization shall be the Association for Children's Mental Health, hereinafter referred to as the "Association." State Office: Lansing area. Regional offices may be established based on need and funding. ARTICLE II - PURPOSE AND POWERS Section 1 - Purpose The purpose of the Association is to ensure that Michigan children and youth with mental health, emotional and/or behavioral challenges and their families live in a safe, welcoming community with access to needed services and supports. Section 2 - Nonprofit Status The Association is organized exclusively for charitable and educational purposes, and qualifies under Section 501(c)3 of the United States Internal Revenue Code of 1986 Section 3 - Distribution Upon Dissolution In the event of dissolution, the Board of Directors will distribute all real and personal assets of the Association to such organizations as are qualified as exempt under Section 501(c) 3 of the Internal Revenue Code of 1986. Such organizations must benefit children with mental, emotional and/or behavioral disorders and their families ARTICLE III - MEMBERSHIPS Section 1 - Requirements Membership in the Association is open to any individual or organization interested in the welfare of children and youth with mental health, emotional and/or behavioral challenges and their families. Members in good standing are those who have paid dues for the current year. Section 2 - Dues The Board of Directors shall determine dues. Dues shall be renewed one year from the date of the previous membership payment. Membership in good standing shall cease if dues remain unpaid for three months following expiration of membership. Section 3 - Annual Membership Meeting The Association s general membership meeting shall be conducted annually. ARTICLE IV - BOARD OF DIRECTORS 3
Section 1 - General The Board of Directors shall be comprised of a minimum of eight (8) and a maximum of twenty (20) elected members; a minimum of 50% must be family members. All directors shall be members in good standing. Regular terms of office for elected directors shall be for three (3) years provided, however, only one-third of all directors terms shall terminate each year. Board members shall be elected by the Association membership at the annual membership meeting. All directors shall serve without remuneration. No director shall have a direct or indirect financial interest in the assets, leases, business transactions, or current professional services of the Association. The Board of Directors may remove any of its members at any time with or without cause by a majority vote. Any officer may resign at any time by giving written notice to the Association. Section 2 - Meetings Meetings of the Board of Directors shall be held a minimum of four times per year or more frequently at the discretion of the president. Special meetings can be required by the written request of one-third of the Board of Directors. A schedule of regular meetings of the Board of Directors shall be established by the board president at the beginning of each year and notification of the schedule shall be sent to all directors. Notice of special meetings shall be sent to all directors at least seven days prior to the meeting when possible. Section 3 - Lawful Powers The Board of Directors shall have and exercise all lawful powers necessary to the conduct of business of the Association and to carry out its purpose as stated in this document. Section 4 - Quorum A quorum of the Board of Directors shall be 50% of its members; a vote may be taken verbally, in printed form or electronically. Section 5 - Special Advisory The Board of Directors may establish "special advisory" committees and "special" board members known as "advisory members" for the purpose of advising the Board of Directors in highly specialized areas. Any such committees or members shall not have voting rights with the Board of Directors. Section 6 - Unexcused Absences 4
Unexcused absences from three (3) consecutive meetings of the Board of Directors may be construed by the board as a resignation. Physical or phone presence at meetings is acceptable. Section 7 - Vacancies The president and/or the Board of Directors shall have power to fill all vacancies in its own body for an unexpired term by affirmative vote of not less than a majority of the total directors of the Board. Section 8 - Responsibilities Board members are responsible to actively promote the mission, goals, financial support and activities of the Association; to make known community attitudes and needs to the Association; to assist in selecting the executive director, to define and decide policy and programs; and to adopt and monitor a budget for the Association. Board members are required to be on at least one standing committee and chair a minimum of one committee during their 3-year term. Section 9 - Emeritus Board Members Emeritus board members may be approved by a majority vote of the Board of Directors. Emeritus board members are non-voting members of the board. ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1 - Indemnification To the extent permitted by law, the Association shall pay or reimburse expenses and liabilities incurred by its officers, directors and employees as a result of actual or threatened legal or administrative proceedings related to their service to the corporation, provided they acted in good faith in the matters giving rise to the proceedings, reasonably believed their actions to be in the best interests of the corporation, and did not knowingly violate the law, and further provided they have given prompt notice of the matters to the corporation and have given it the opportunity to provide legal counsel and to participate in resolution of the matters. Expenses and liabilities include, but are not limited to, costs of legal counsel reasonably incurred or imposed as a result of actual or threatened proceedings, judgments and fines, and settlements reasonably entered into, regardless of whether the officer, director, or employee is still serving the corporation in that capacity at the time the expenses or liabilities are incurred. ARTICLE VI - OFFICERS Section 1 - Definition The officers of the board shall be president, vice president, secretary, treasurer and past president. The officers shall be elected by the board from its elected members at its annual meeting and shall hold office for one year or until successors shall have been duly elected. All officers shall serve without remuneration. Section 2 - Re-election and Officer Term 5
The officers shall be eligible for re-election, but no officer shall serve in the same office for more than three consecutive years. Section 3 - Duties of Officers a. The president shall advise and work with the executive director in administering the Association. In addition to presiding over board meetings and executive committee meetings, the president shall appoint all board committees. The president shall act as an ex-officio member of each, except the nominating committee. The president shall also preside over the annual meeting. b. The vice president shall, in the absence or disability of the president, assume all powers and duties assigned to the president. c. The secretary shall ensure that the minutes are taken for all meetings of the Board of Directors and executive committee; that minutes are approved by the board and placed on file at the Association's main office. Copies of the minutes shall be sent to the Board of Directors no later than one week prior to the next scheduled board meeting. d. The treasurer shall monitor the Association s monthly financial reports. The treasurer shall provide a financial report at each regular board meeting. e. All officers shall perform such other duties as circumstances may dictate and as assigned by the president or the Board of Directors. ARTICLE VII - COMMITTEES Section 1 - Committees of the Board All committee chairs shall be appointed by the president. No committee shall have less than three (3) members. Each board member shall serve on at least one committee as appointed by the president and serve as chair of a minimum of one committee during their 3-year term. The president and the executive director shall be ex-officio members of all committees except the nominating committee. Committee chairs may appoint members who are not members of the Board of Directors subject to the review of the board. In addition to the specified duties outlined for committees, the president may assign any others as deemed necessary. a. The Finance/Fund Development Committee shall oversee the financial activities of the Association. It will procure and review an annual external audit. It shall research funding sources, recommend potential grant opportunities and plan fund-raising events to benefit the Association. b. The Advocacy/Education/Public Policy Committee shall be responsible for identifying local, state and national advocacy efforts in order to influence public and private policy, programs and services. It shall recommend educational and training activities for family, professional and community awareness. c. The Policies and Procedures Committee shall review, revise and develop operational policies and procedures for the Association. 6
d. The Nominating Committee shall consist of the chairs of established committees, including but not limited to, the Finance/Fund Development Committee, the Advocacy/Education/Public Policy Committee, and the Policies and Procedures Committee. The Nominating Committee members shall determine who will act as chair. The Nominating Committee shall be responsible for the ongoing identification, recruitment and nomination of potential board members at the annual membership meeting. The Nominating Committee shall annually prepare a slate of officer candidates (president, vice president, secretary, and treasurer) and present the slate for approval at the annual membership meeting. Section 2 - Ad Hoc Committees Ad hoc committees may be appointed by the board president to study or act on special issues that may confront the Association. ARTICLE VIII - EXECUTIVE DIRECTOR Section 1 - Description The executive director shall be appointed by the Board of Directors at a salary and under such conditions as determined by the board. The executive director shall serve under the direction of the Board of Directors and between meetings under the direction of the board president. The executive director will adhere at all times to the operational policies and procedures established by the Board of Directors. ARTICLE IX - AMENDMENTS These by-laws may be amended or revised at any annual, regular, or special meeting of the Board of Directors of the Association. A two-thirds vote of the members of the board shall be required. Due notice of the proposed change must be submitted in writing to all members of the board in good standing of the Association at least thirty (30) days prior to such meeting, along with notification as to where and when such meeting shall take place. Bylaws adopted by ACMH Board of Trustees: 04/07/1994 Revised: 04/13/1996, 05/10/2000, 02/12/2004, 04/23/2008, 03/16/2009, 04/24/2014 7