BYLAWS OF THE DETROIT WAYNE MENTAL HEALTH AUTHORITY SUBSTANCE USE DISORDER OVERSIGHT POLICY BOARD ARTICLE I NAME; FORMATION; PURPOSE 1.1 NAME. The name of this entity is the Detroit Wayne Mental Health Authority Substance Use Disorder Oversight Policy Board, referred to as the Board in these bylaws. 1.2 LEGAL BASIS FOR BOARD FORMATION. The Detroit Wayne Mental Health Authority (the Authority ) is a community mental health authority formed under Section 204 the Michigan Mental Health Code (Public Act 258 of 1974, as amended the Code ), as well as a Prepaid Inpatient Health Plan ( PIHP ) under contract with the Michigan Department of Community Health (MDCH ) to manage the provision of mental health, intellectual/developmental disability, and substance use disorder ( SUD ) services to residents of Wayne County, Michigan. The Code provides that a community mental health entity shall establish a substance use disorder oversight policy board through a contractual agreement between the department designated community mental health entity and each of the counties served by the community mental health services program (MCL 330.1287). The Authority entered into a written Intergovernmental Agreement with Wayne County to establish the Board, effective October 1, 2014 (the Intergovernmental Agreement ). These Bylaws were adopted by the Board and approved by the Authority s Board effective November 10, 2014. 1.3 PURPOSE. In accordance with the Code and the Intergovernmental Contract, the purposes of the Board are as follows: 1.3.1 Approval of any portion of the Authority s budget that contains 1986 PA 2 (MCL 211.24e(11)) funds ( PA 2 Funds ) or other local funds for the treatment or prevention of substance use disorders which shall be used only for substance use disorder treatment and prevention in the Counties from which the PA 2 Funds or other local funds originated; 1.3.2 Advise and make recommendations regarding the Authority s budgets for substance use disorder treatment or prevention using non PA 2 Funds or other non local funding sources; 1
1.3.3 Advise and make recommendations regarding contracts with substance use disorder treatment or prevention providers. 1.3.4 Advise and make recommendations regarding any other matters as agreed to by Wayne County and the Authority, and assigned to the Board by the Authority. 1.3.5 To have such other and further powers and duties as may be permitted by law, by the Intergovernmental Agreement, by the Authority s Substance Use Disorder Oversight Policy Board Guidelines, and the MDCH Substance Use Disorder Oversight Policy Board Guidelines. ARTICLE II NUMBER AND SELECTION OF BOARD MEMBERS 2.1 NUMBER AND SELECTION OF MEMBERS. The Board shall consist of twelve (12) members. The Board of Commissioners Wayne County shall appoint six (6) persons ( County Appointees ) to serve as a member of the Board. The remaining six (6) members shall be appointed by the Authority Board of Directors ( Authority Appointees ). Appointed members shall represent the diversity of the Authority s service area and shall be consistent with the provisions of the Authority s Substance Use Disorder Oversight Policy Board Guidelines and the recommendations of the MDCH Substance Use Disorder Oversight Policy Board Guidelines. 2.1.1 The initial members of the Board, their appointing entity, and their respective terms of service, are as provided in Exhibit A hereto. 2.1.2 County Appointees shall be appointed by the Board of Wayne county Commissioners, in order to permit such individuals may begin to serve their terms no later than April 1 st. 2.1.3 Prospective Authority Appointees shall be nominated by the Board pursuant to majority vote. Annual Board nominations shall be presented to the Authority Board of Directors by the Board Chair (or his or her designee) for consideration, and potential approval, at the Authority Board of Directors regular February meeting. 2.1.4 New members shall be appointed by the Authority Board of Directors no later than during its regular March meeting, in order to permit such individuals may begin to serve their terms no later than April 1 st. 2.2 TERM. The members of the Board shall serve for a term of membership of three (3) years, and may be reappointed to additional or successive terms in the discretion of the respective appointing entity. However, in the first year of the Board s operation, one third of the Board shall be appointed for a one (1) year term, one third appointed for a 2
two (2) year term, and the final third appointed for a full three (3) year term, to permit the staggering of appointments. 2.3 MEMBER REMOVAL AND RESIGNATION. Each Board member may be removed from the Board for neglect of duty or misconduct in office, by a majority vote of the appointing entity s governing board.. It is the responsibility of the Board, upon direction from the Authority s Board of Directors, or upon its own cognizance, to make a determination as to whether an appointing entity should be formally notified regarding a Board member s neglect of duty or misconduct. The Board Chairperson is responsible for informing the appointing entity of any lack of participation or attendance by an appointed Board member. A Board member s removal shall become effective upon receipt by the Board of a duly adopted written resolution of the appointing entity. A Board member may resign at any time by providing notification to his or her appointing entity and the Board. The resignation will become effective upon receipt of notice. 2.4 VACANCIES. A vacancy on the Board may occur through death, removal or resignation of a Board member. A vacancy shall be filled for the unexpired term by the appointing entity in the same manner as the original appointment. 2.5 CONFLICT OF INTEREST. Board members shall adhere to all conflict of interest and ethics laws applicable to public officers and public servants. Accordingly, Board members shall comply with The Authority s Conflict of Interest Policy and its Standards of Conduct 2.6 COMPENSATION. Board members will be eligible for a per diem and mileage expenses as fixed by the Authority Board. A Board member may not receive more than one per diem per day regardless of the number of meetings scheduled for the Board on that day. ARTICLE III MEETINGS AND VOTING 3.1 CONDUCT OF MEETINGS. Meetings will be held six (6) times per calendar year, or as needed to perform the functions of the Board. All meetings of the Board shall be held at the principal offices of the Authority, or at such other place as shall be determined by the Board members and stated in the notice of meeting. 3.2 OPEN MEETINGS. All Board meetings shall be governed by, and conducted in accordance with the provisions of, Act 267 of the Michigan Public Acts of 1976, commonly known as the "Open Meetings Act. Written notice of the time, place and purposes of each meeting of the members of the Board shall be given to each Board member and the public in accordance with the Open Meetings Act. 3
3.3 VOTING. Each member of the Board shall have one vote. Proxy voting is not permitted. A vote of the majority of members of the Board present at a meeting at which a quorum has been achieved is required for the Board to take official action. 3.4 QUORUM. A majority of members of the Board appointed and serving shall constitute a quorum for the transaction of ordinary business of the Board. In the event the Board shall meet and a quorum is not present, the Board, with the approval of those present, may adjourn the meeting to a later day and time provided that proper notice to members and the public is given 3.5 MEETING BY REMOTE COMMUNICATION. A Board member may participate in a meeting by conference telephone or any other similar communication equipment through which all persons participating in the meeting can hear each other and can be heard by and hear the public; provided that a quorum, as defined above, of Board members who are physically present at the meeting, exists. 3.6 NOTES. The Authority shall provide the Board with clerical support to take notes as required by the Open Meetings Act. The Chairperson shall verify that such clerical support will be available prior to each meeting, and may appoint a member to prepare such notes in the absence of such support being available. The notes shall include all the actions and decisions of the Board. Copies of each resolution or other matter acted upon by the Board, as well as the official notes, shall be maintained in a location designated by the Authority and copies of the approved, affirmed notes shall be provided to Wayne County. ARTICLE IV BOARD OFFICERS 4.1 OFFICERS. The officers of the Board shall be a Chairperson and a Vice Chairperson. Only Board members may serve as an officer. The person elected Chairperson in shall preside at all meetings of the Board. In the absence of the Chairperson, the person elected Vice chairperson shall preside 4.2 ELECTION AND TERM OF OFFICE. Officers shall be elected from among the Board members for a term of one (1) year (or until their successors have been elected) by the Board at its annual meeting. 4.3 REMOVAL OF BOARD OFFICERS. Any officer of the Board may be removed from office with or without cause by the vote of a majority of the Board members elected and serving during a regular or special meeting of the Board. 4.4 VACANCIES. In the event of the death, resignation, removal or other inability to serve of any officer, the Board shall elect a successor who shall serve until the expiration of the normal term of such officer or until his or her successor has been elected. 4
ARTICLE V MISCELLANEOUS 5.1 INDEMNIFICATION. Unless otherwise prohibited by law, the Authority shall indemnify any Board member or officer or any former Board member or officer ( Indemnitee ) against costs, expenses and liabilities incurred by the Indemnitee in connection with any claim, action, suit or proceeding to which she or he is made a party by reason of her or his actions as a Board member or officer, undertaken in good faith and within her or his scope of authority. There shall be no indemnification in relation to matters as to which the Indemnitee shall be adjudged to be guilty of a criminal offense or liable to the Authority for damages arising out of her or his gross negligence or self dealing. 5.2 COMPLIANCE WITH LAWS. The Board and its members shall fully comply with all applicable laws, regulations and rules applicable to its operation, including without limitation the Code, the Open Meetings Act and the Michigan Freedom of Information Act ( 1976 PA 422). 5.3 AMENDMENT. An amendment to the Bylaws may be proposed by any Board member to the Board, and recommended to the Authority Board upon an affirmative vote of the Board members. Authority Board approval is required for the amendment to become effective. 5
EXHIBIT A Initial Board Members and Terms of Office Name Appointing Entity Date of Appointment Termination of Appointment Tom Adams Wayne County Commission April 1, 2014 March 31, 2017 Dr. Cynthia L. Arfken Authority Board of Directors April 1, 2014 March 31, 2015 Thomas Fielder Authority Board of Directors April 1, 2014 March 31, 2015 Angelo Glenn Authority Board of Directors April 1, 2014 March 31, 2015 Kori Loewe Authority Board of Directors April 1, 2014 March 31, 2016 Tina Goodwin Authority Board of Directors April 1, 2014 March 31, 2016 Dr. Karla Mitchell Authority Board of Directors April 1, 2014 March 31, 2015 Arthur E. Nowlin Authority Board of Directors April 1, 2014 March 31, 2017 Seana L. Williams Page Authority Board of Directors April 1, 2014 March 31, 2016 James Perry Authority Board of Directors April 1, 2014 March 31, 2016 Monique Stanton Authority Board of Directors April 1, 2014 March 31, 2017 Marcia Bianconi Wayne County Commission March 31, 2017 6