BOARD OF DIRECTORS: Description & Role (Approved, Executive Committee 2/15/2007; Revised/Approved 10/19/2011)

BOARD OF DIRECTORS: Description & Role (Approved, Executive Committee 2/15/2007; Revised/Approved 10/19/2011) Board of Directors: Composition & Election The Board of Directors is composed of four officers (Chair, First Vice Chair, Second Vice Chair, and Secretary- Treasurer), the Chairperson of the Public Policy Committee, two Directors from member Associations, and twenty National Directors, and up to three At-Large Directors. All persons elected to and sitting on the Board of Directors must be affiliated with National Council voting members, with the exception of At-Large Directors, who need not necessarily be so affiliated. Officers Officers are elected by the National Council Board of Directors at a meeting before, during or no more than 90 days following the annual meeting (Bylaws Article V, Section 1.A.). Officers are elected for two-year terms, beginning July 1 st. Each nominee for office must be a National Board member. Members of the Nominating Committee may not be officer candidates (See Committees Purpose & Function: Nominating Committee, p.14). Election A slate is put forward from the Nominating Committee for Board Officers. Criteria the Nominating Committee uses to determine slate includes: Tenure on the Board Involvement in Board activities Involvement in the National Council s programs and activities Other demonstrated leadership activities Term Limits In order to be consistent with the term limits set in the Policies and Procedures for the Board Officers, Public Policy Committee leadership and Association Executives leadership, the Nominating Committee recommends the following term limits: No more than two consecutive terms (two, two-year terms, four years total) to be initiated July 1, 2012 for the following: Members of the Audit Committee and Nominating Committee Audit Committee Chair Nominating Committee Chair Membership Committee Chair Public Policy Committee Chairperson (Approved by the Public Policy Committee, 10/29/2009) The Public Policy Committee is composed of the Executives of all member Associations, in addition to all Board members. The Chairperson is elected by the Committee at the spring meeting of the National Council Board of Directors, and serves as a Director to the full Board for a two year term of office. Both Chair and Vice Chair may not 3 Policies & Procedures 10/19/2011

serve more than two consecutive terms of office (two two-year terms). Election of the Chair will take place in the same year as the election of Officers to the Board. Election of the Vice Chair will take place in the off-year. Directors from Member Associations (Approved by the Association Executives Group, 10/29/2009) The Association Executives Group is composed of the Executives of all member Associations. The Chair of the Association Executives Group is elected by all members of the Group and serves as a Director to the national Council Board. The second Director to the National Council Board is elected by the 100% Associations only. Both Chair and 100% Association Representative may not serve more than two consecutive terms of office (two twoyear terms). Election of the Chair will take place in the same year as the election of Officers to the Board. Election of the 100% Association Representative will take place in the off-year. National Directors (Directors from Regions) National Directors are elected for a three-year term and may serve no more than two complete three-year terms in succession. (See Bylaws Article V, Section 2 for specific information on National Directors.) Directors from regions should be, but are not required to be, from different states in each respective region. Elections are to be certified at least 30 days before the annual membership meeting (Bylaws Article IV, Section 2.C.) The twenty National Directors are elected directly by the voting members in each of the ten National Council regions. The Nominating Committee of the National Council Board will direct the process for electing Directors from regions, including communication with regional nominating committees, status updates, and standing as the lead organizer for a region if both seats in a region are open for election at the same time. Directors from regions must be affiliated with a National Council voting member, and may be either a staff person, or a member of its Board. When a Director vacancy occurs in any region, the remaining Director from that region shall convene a regional nominating committee. The regional nominating committee is to be comprised of one member from each state or territory with in the region (if possible). Factors for considering potential nominees for Directors from regions should include: the ability and desire of any nominee to fulfill the duties and responsibilities of the Board of Directors and public policy and advocacy responsibilities for Directors as set forth in this document. At-Large Directors The National Council Board may elect for a specified term (which shall not exceed three years), by a majority vote of the National Board, a maximum of three additional members who need not necessarily be affiliated with a National Council voting member, but each of whom shall possess a particular background or expertise that will help to advance the goals of the National Council. Policies and responsibilities of At-Large Directors are outlined elsewhere in this document. Board of Directors: Roles & Responsibilities The Board of Directors acts as agent for the full National Council with authority to manage and control the property and affairs of the National Council. The Board meets at least twice each year. Each committee will present a report at each Board meeting. Orientation will be provided for all new Board members prior to or during their first Board meeting. 4 Policies & Procedures 10/19/2011

The duties and responsibilities of all members of the Board of Directors are as follows: 1. Determine the vision, mission, goals and policies of the National Council for Community Behavioral Healthcare. 2. Identify areas of interest and/or concern in the field of community behavioral health and to adopt appropriate positions or initiate appropriate actions. 3. Develop legislative action on behalf of community behavioral healthcare providers. 4. Serve in appointed capacities on Board committees and/or task forces in order to enhance the efforts of the National Council. 5. Attend all Board meetings and participate in Board conference calls. Board members are strongly encouraged to attend the annual conference. Expenses for travel, lodging etc. to attend Board meetings, the annual conference, or other meetings on behalf of the National Council are the responsibility of the individual Board member and/or the National Council member organization with whom the Board member is affiliated. However, financial concerns should not inhibit Board member participation in National Council activities. Funds are available as needed for travel and expenses, per request. Teleconferencing expenses will be borne by the National Council. 6. Promote interest in and knowledge of community behavioral health issues and public policy issues affecting our industry. 7. Actively promote membership in the National Council and assist in member recruitment an renewal efforts; communicate with National Council member organizations on a regular basis. 8. Encourage the Board to be culturally, ethnically, and geographically diverse. 9. Actively seek out members of community boards affiliated with National council voting members for positions on the National Council Board of Directors. 10. Annually evaluate and negotiate contract and salary for the President & Chief Executive Officer. 11. Adhere to the National Council Board of Director s Code of Ethics. Board of Directors: Legal Responsibilities (Larry Taub, Attorney and Counsel to the National Council, 10/19/2007) Officers and Directors owe a fiduciary duty to the organization. The fiduciary duty encompasses: Duty of care The obligation to exercise reasonable and prudent care in the oversight of the organization. Duty of Loyalty The obligation to act only in the best interests of the organization. Duty of Care Regular and careful review of financial and other reports regarding operation of the organization. Periodic review of management with regard to its operation of the organization. Conflict of Interest (Duty of Loyalty) (Note: National Council s approved Conflict of Interest Policy is listed below on page 6.) Determination of possible conflict If one believes a conflict may be present, it isn t enough to merely be aware that it exists, and to believe that you have acted in the best interests of the organization, rather than your own self-interest some action must be taken. 5 Policies & Procedures 10/19/2011

Depending upon the nature of the conflict, and its degree of seriousness, the Officer or Director may: (1) Simply disclose the conflict (or potential conflict) in public to the other members of the Board; (2) Recuse him/herself from any involvement in the issue giving rise to the conflict (or potential conflict); or (3) Resign from the Board. * The particular action that is appropriate for a given Board member in a given situation will depend upon the particular facts of the possible conflict. Ultimately, it is important that there not only be no conflict, but not even a perception of a conflict. Confidential Information Officers and Directors have an obligation to maintain the confidentiality of information that is either marked or otherwise identified as such; information obtained in an Executive Session of the Board; or simply information that is verbally conveyed, and requested to be maintained as confidential. Personal Liability: Basic Rule An Officer or Director will not risk personal liability as long as he/she exercises reasonable diligence and care in decisions regarding the Organization. This will hold even if the actions or decisions of the Board are made with poor judgment, and result in damage or injury. Directors and Officers are entitled to rely on the advice of experts (accountants, attorneys, etc.). Officers and Directors are not liable for the torts of the organization s employees, unless the Officers and Directors participated in those activities personally. Anti-Trust: Officers and Directors should avoid any discussions at association meetings that may tend to: Raise, lower or stabilize prices Affect the availability of products or services Affect the allocation of markets, territories, customers or patients Encourage boycotts or exclusions of products or services Foster unfair practices involving advertising, merchandising, or accreditation Encourage anyone to refrain from competing Result in illegal brokerage or rebates Other topics of discussion that should be avoided: Current or future prices What constitutes fair profit or margin level Possible increases or decreases in prices Standardization or stabilization of prices Pricing procedures Cash discounts Credit terms Allocation of markets whether or not the pricing practices of any industry member are unethical or constitute unfair trade practice 6 Policies & Procedures 10/19/2011

Topics that are appropriate for discussion: Reporting on general industry or profession economic trends Describing advances or issues in relevant technology Demonstrating methods by which a member can become more profitable by better understanding its own costs and practices Discussing effective methods of purchasing and marketing (as long as it does not involve anti-competitive behavior) Consideration of industry or professional relations with the local, state or federal governments Developing methods of responding to consumer issues National Council Code of Ethics (Included in Policies and Procedures 7/21/2011) WHEREAS, The National Council and its members hold to the highest moral, legal and professional standards for their conduct and services, and WHEREAS, The National Council and its members maintain respect both for the privacy and well-being of the persons served and for the welfare and protection of the general public, and WHEREAS, The National Council strives to enhance the principles of competency, accountability, responsibility, nondiscrimination and service excellence, NOW BE IT RESOLVED that the National Council and its members voluntarily subscribe to and uphold the following principles while so affiliated: 1. The interest of the person served is always respected. Activities on behalf of the persons served, whether individuals, families or organizations, shall always be determined by their best interests. Their rights, including appropriate care, confidentiality, informed consent, self-determination and access to records are guaranteed. 2. Activities shall reflect the best interest of the general public. Authority of and accountability of the community are recognized by governing and advisory boards in determining priorities, policies and programs. Prevailing legal and moral standards shall be upheld. Questionable practices and programs are not condoned. The public s right to have information about programs, finances, policies and procedures is acknowledged. 3. High professional standards will be maintained and promoted. The National Council and its members at all times require conduct based on accepted principles and professional standards of practice. All staff shall avoid conflicts of interest and misrepresentation of their services, credentials or skills. They recognize accountability to the organization and persons served with whom they are involved and accept responsibility for their own actions. Nondiscriminatory policies are promoted and observed among all persons. Also, the National Council and its members have a primary responsibility to maintain high standards of professional competence and to provide the highest quality of care possible. 7 Policies & Procedures 10/19/2011

4. Regard for the integrity of member organizations and other agencies shall be maintained. The rights and interests of all member centers shall be protected and promoted. No actions shall be taken which are detrimental to any member center by another member or by the National Council without due process and Board action. Respect shall be maintained for the rights, policies and procedures of other professional organizations and governmental agencies. BE IT FURTHER RESOLVED that this Code of Ethics be reviewed at every annual meeting of the Board of Directors for the information and guidance of Board members, that all new Board members be advised in writing of this code upon entering on their duties and that this code shall be reviewed annually with all center personnel with advice, in writing, to all new personnel entering on their duties. National Council Conflict of Interest Policy (Bylaws, Article IV, Section 14) Conflict of Interest Policy extended to include consultants and vendors. (Approved 10/30/2009) No National Director, National Officer or employee of the National Council shall have any position with, or a substantial interest in, any other business enterprise operated for profit, or entity operated not-for-profit, the existence of which would conflict with or might reasonably be supposed to conflict with the proper performance of his or her duties or responsibilities to the National Council, or which might tend to affect his or her independence or judgment with respect to transactions between the National Council and such other business enterprise, without full and complete disclosure thereof to the National Board. Each Director, Officer or employee of the National Council who has such a conflicting interest with respect to any transaction which he or she knows is under consideration by the National Board of the National Council or any of its committees, is required to make timely disclosure thereof, so that it may be part of the National Board s consideration of the transaction and the person holding the conflicted interest shall further refrain from participating in consideration, except as directed by the remaining members of the National Board. Board of Directors: Public Policy Guidelines 1. Provide Direction to the President & Chief Executive Officer in setting public policy priorities and strategic initiatives. 2. Maintain contact with Association Executives, legislative network representatives and key state leaders to advance the policy mission of the National Council. 3. Monitor and report to the Public Policy Committee Chair the policy needs and activities of the region and states within the region. 4. Develop and nurture relationships with elected and appointed Federal officials who are involved with, and who can have an impact on community behavioral healthcare issues. 8 Policies & Procedures 10/19/2011

National Directors: Roles & Responsibilities (Directors from Regions) The responsibilities of Directors from regions, in addition to duties and responsibilities as general Board members as listed above, are as follows: 1. Maintain liaison with all members in their respective regions to represent their concerns in Board deliberations. 2. Communicate with members in their respective regions about issues of national importance and engage members in national advocacy and public policy activities. 3. Direct and chair the regional nominating committee in their region, as needed to elect Directors from regions to the National Council Board of Directors. At-Large Directors: Election & Responsibilities (Approved, Board Meeting 5/4/2007) Election At-Large Directors are non-voting advisory members of the Board of Directors, elected by a majority vote of the full Board. Election of At-Large Directors may be held at any meeting of the Board of Directors, including during Executive Committee conference calls or specially scheduled meetings. If possible, election of At-Large Directors will take place during the Spring meeting of the Board of Directors, the same as other National Council elections. There is no requirement for all three At-Large Director positions to be filled at all times. At need, as determined by the Board of Directors, vacant At-Large Director seats may be filled at alternate times. A rolling elections process can take place to fill vacant At-Large Director seats. If elections do not take place at the regularly scheduled Board meeting, voting may be done by phone or electronic format (web, email, fax) over a specified period of time (usually one month). Prior notice will be given to all Board members regarding an upcoming election. Terms of Service At-Large Directors serve for a specified term not to exceed three years; may serve consecutive terms, limited to six years total. Terms of service for At-Large Directors are to commence on July 1 of the year in which elections take place, similar to all other Directors (July 1 June 30). One year terms will be considered for initial service, elected as needed. At-Large Directors may serve for different term lengths, as determined by the needs of the National Council. At-Large Directors who are elected mid-term may be re-elected to serve two complete terms. Candidate Eligibility At-Large Directors are not required to be affiliated with a National Council member organization, but bring a particular background and/or expertise that serve to advance the goals of the National Council, as set by the Board of Directors. The nomination process for At-Large Directors will be an open process. Candidate nominations may come from a member of the Board of Directors and/or any National Council member organization. Candidates who are eligible nominees through the regional elections process are not ineligible to run for seats as At-Large Director but it is expected that the candidates for At-Large Directors bring a different background/expertise to their service to the Board. At-Large Directors are non-voting members of the National Council Board of Directors. 9 Policies & Procedures 10/19/2011

Setting Priorities for At-Large Director Positions The Executive Committee will provide a framework for the full Board to evaluate the needs/priorities of the National Council where At-Large Directors may be able to provide expertise. The Nominating Committee will be advisory to the Executive Committee in this process. Staff will provide background on needs/priorities. The full Board will then vote on the three top priorities/needs to provide direction to the Nominating Committee for candidates/nominees for At-Large Director seats. It is not necessary for all At-Large Director positions to be filled at all times. A call for candidates and elections should be held after a determination of need has been completed by the Board of Directors. The Nominating Committee will then solicit candidates/nominees for the At-Large Directors to meet the needs of the National Council, as stated by the Board of Directors. Call for Nominations/Elections Process Once a need is expressed by the National Council Board of Directors, the Nominating Committee will set forth a process and timeline to recruit nominations to fill At-Large Director seat(s). The call for nominations will be an open process, advertised to collect a broad pool of candidates. All nominations will be submitted to the Nominating Committee. The Nominating Committee will collect and review all nominations for At-Large Directors and will make recommendations as to a final slate of candidates to the full Board of Directors. The Nominating Committee will talk to/meet with lead candidates before providing a final slate of candidates/recommendations to the full Board. The full Board of Directors will vote to fill any At-Large Director seat(s). At-Large Director Role & Function At-Large Directors are expected to help the National Council be more effective in a specific area. At-Large Director seats are a tool for the National Council to bring in a particular expertise/functioning. There is an expectation that the needs of the National Council to change over time, therefore the specific areas of expertise for At-Large Directors will change over time. At-Large Directors (non-voting) are to serve as advisors to the Board of Directors. At-Large Director Job Description Once priority areas are set by the Board of Directors for At-Large Director seats, the Nominating Committee will develop a Job Description for each At-Large Director seat that will provide further guidance as to the expertise/background for candidate recruitment. The Nominating Committee will determine the criteria against which nominees will be evaluated, based on areas of need, as determined by the Board of Directors. The Nominating Committee will also determine what services/resources/opportunities that the National Council may be able to offer to At-Large Directors as part of their service to the Board (i.e. travel, speaking engagements, remunerations, conference presentations/workshops). 10 Policies & Procedures 10/19/2011

OFFICERS: Function & Responsibilities Chair: Function & Responsibilities Function The Chair represents the entire membership, the Board of Directors and the best interests of the National Council. He/she exercises personal leadership in the motivation of other officers, Board members, committee members, staff and the membership. The Chair influences the establishment of goals and objectives for National Council and acts as spokesperson and inspirational leader and takes an important part in monitoring and evaluating organizational performance and effectiveness. The Chair works closely with the President & Chief Executive Officer. Duties, Responsibilities and Authority Within the limits of the articles of incorporation, bylaws and policies, the Chair is responsible and has commensurate authority to accomplish the duties set forth below: 1. Preside at and attend all meetings of the membership, Board of Directors and Executive Committee. The Chair coordinates the agenda with the President & Chief Executive Officer. 2. Appoint chairpersons and members of standing committees (other than the chairperson of the Public Policy Committee and the chairperson and members of the Nominating Committee), task forces, board liaisons, and other appointments as the Board may deem necessary. The Chair is an ex-officio member of all committees, except the Nominating Committee. 3. Consult, advise and work with the President & Chief Executive Officer in ensuring that basic policies and programs that will further the goals and objectives of National Council are planned, formulated and presented to the Board of Directors. 4. Ensure, together with the President & Chief Executive Officer, that the Board of Directors is kept fully informed on the conditions and operations of National Council. 5. Support the policies adopted by the Board of Directors and the operational procedures implemented by the President & Chief Executive Officer. 6. Promote interest and active participation in National Council on the part of the membership and report activities of the Board of Directors and National Council to the members by means of letters, publications or speeches. 7. Act, together with the President & Chief Executive Officer, as spokesperson for National Council to the press, the public, legislative bodies and related organizations. 8. Meet with the President & Chief Executive Officer on a regular basis. 9. Maintain a familiarity with the bylaws and policies and to see that the organizational structure and policies of National Council are reviewed annually with the President & Chief Executive Officer. 10. Present an annual report at the annual membership meeting. 11. Attend regional meetings, as invited. 12. Appoint a committee and designated chair to approve minutes of the annual business meeting of the membership. 11 Policies & Procedures 10/19/2011

First & Second Vice Chairs: Function & Responsibilities Function The First Vice Chair and Second Vice Chair shall perform such leadership roles and duties as may be designated by the Chair or by the Board. In the event of absence, resignation, disability or death of the Chair, the First Vice Chair shall possess all the powers and perform all duties of the office of Chair, until such time as the national Board shall elect a successor. Should further succession be required prior to election by the national Board, the Second Vice Chair shall succeed the First Vice Chair. Duties, Responsibilities and Authority Within the limits of the articles of incorporation, bylaws and policies, the First and Second Vice Chairs are responsible to accomplish the duties set forth below, following the order of succession noted above. 1. Attend all meetings of the membership, Board of Directors and the Executive Committee. 2. Serve on the Executive Committee and preside in the absence of the Chair. 3. Develop and maintain familiarity with the bylaws, policies and parliamentary procedures of the National Council. 4. Confer with the Chair and the President & Chief Executive Officer, as requested. 5. Represent National Council as requested by the Chair and to perform such other duties as may be assigned by the Chair. Secretary-Treasurer: Function & Responsibilities Function The Secretary-Treasurer keeps, or causes to be kept, the minutes of the meetings of the membership, the Board of Directors and the Executive Committee and serves as the chief financial liaison between the Board of Directors and staff. Duties, Responsibilities and Authority Within the limits of the articles of incorporation, bylaws and policies, the Secretary-Treasurer is responsible and has commensurate authority to accomplish the duties set forth below: 1. Attend all meetings of the membership, Board of Directors and the Executive Committee. To give written notice to each member of the time and place of each annual business meeting at least 60 days prior to the meeting. 2. Serve on the Executive Committee. 3. Serve as Chair of the Finance and Administration Committee. 4. Ensure that minutes of all meetings of the membership, including the annual membership meeting, are kept, distributed, and approved by the appointed Committee to approve the membership meeting minutes. 5. Ensure that minutes of all meetings of the Board of Directors and Executive Committee are kept, distributed, and approved by the Board. 12 Policies & Procedures 10/19/2011

6. Through the President & Chief Executive Officer, ensure that any papers, budgets, proposals, reports or other documents relating to matters adopted by the Board are attached to the permanent, complete copy of the minutes. 7. Present Finance and Administration Committee reports to the Board of Directors at its meetings. 8. Prepare, or cause to be prepared, an annual financial report for the membership to be included in the annual report of National Council. 9. Through the President & Chief Executive Officer, ensure that generally approved accounting procedures are followed by the staff and the Board of Directors. 10. Assist the annual independent audit as may be requested. 11. Serve as consultant on financial issues to the Board of Directors. 12. Sign all standard banking resolutions on behalf of the organization. 13. Represent the National Council as requested by the Chair and to perform such other duties as may be assigned by the Chair. 13 Policies & Procedures 10/19/2011