MINNESOTA ASSOCIATION OF COMMUNITY MENTAL HEALTH PROGRAMS, INC.
Article I - Name
Section 1. Name: the name of the organization shall be Minnesota Association of Community Mental Health Programs. It shall be a nonprofit corporation incorporated under the laws of State of Minnesota.
Section 2. Purpose:
a. The Minnesota Association of Community Mental Health Programs is organized exclusively for charitable, scientific and educational purposes.
b. The purpose of the corporation is:
o to support and conduct non-partisan education and informational activities on mental health, chemical dependency and related services;
o to provide leadership and services that strengthen member organizations, improve service quality and foster a unified voice for community providers;
o to accomplish other lawful activities consistent with purposes outlined in the Articles of Incorporation.
ARTICLE II – Membership
Section 1. Agency Membership: The members of this organization shall be member agencies as defined below.
A. Member agencies shall be non-profit corporations, non-profit Limited Liability Companies, or governmental agencies, and does not deny services based on inability to pay for them (has a sliding fee schedule based on income or other resources). Non-profit members must have a board of directors made up of members of the community they serve. If part of a larger organization, the member agency must have an advisory body made up of members of the community served. Boards or advisory committees must not have a majority of employees of the member agency.
B. Member agencies shall be a non-profit, government entity, or distinct mental health unit of a non-profit or government entity, and either:
1. A community mental health center as defined in MN Statutes Chapter 245, or
2. A provider of at least three of the services defined in the Comprehensive Mental Health Acts of 1987 and 1989, or
3. A provider of any three of the following programs or services:
Licensed rule 29 outpatient clinic
Licensed rule 31 or rule 32 Chemical Health Program
Certified Adult Rehabilitative Mental Health Services (ARMHS)
Certified Children's Treatment Social Services (CTSS)
Licensed Residential Treatment Services (IRTS or rule 36)
Licensed Inpatient psychiatric hospital
Certified Assertive Community Treatment program (ACT or Youth ACT)
Community Support Programs
Peer Support Programs
Certified Crisis Services (youth or adult)
C. Agency Member Rights and Responsibilities
Agency members shall designate a representative who shall have one vote at the annual membership meeting or any special membership meeting of the organization. Proxy voting is not allowed. Only designated agency member representatives may serve as members of the Board of Directors.
Agency membership is conditioned upon timely payment of membership dues and continued operation and certification or licensure of programs and services that qualify to be an agency member.
Section 2 Associate Membership:
A. Associate Members may include:
Any agency or organization that does not qualify as a full member but that has at least one of the services defined in the 1987 (adult) and 1989 (child) Comprehensive MH Acts (CD services may count as one service).
B. Rights and Responsibilities of Associate Members
- Associate members may serve on all committees, receive full membership benefits, but may not vote in Association Board matters such as budget, by-laws, elections, etc.
- Agencies qualifying for full membership may not be associate members.
Section 3. “Affiliate Members”: Are defined as: Suppliers to the Association or members and businesses to whom the Association or members are a vendor/supplier and with whom there are regular business dealings.
Section 4. Application for Membership.
An application for agency or associate membership shall be submitted to the Executive Committee of the Board specifying the class of membership being applied for and providing the required program, certification or community mental health center status. The executive committee will determine eligibility and recommend eligible applicants for membership to the Board for acceptance, which shall be by a majority vote.
Section 5. Termination of Membership
Agency members whose dues are not paid promptly or whose eligibility to be members has been lost due to loss of certification, licensure, or operation of required programs shall be terminated by a majority vote of the Board.
Section 6. Term of Membership:
Membership in the Association shall be continuous, contingent upon annual payment of dues as set by the Board of Directors. Member agencies may resign on sixty (60) days’ notice. Nonpayment of dues for one year shall be considered as equivalent to withdrawal from the Association. The member organization concerned shall be duly notified by the Treasurer six months prior to the expiration of this one-year period.
ARTICLE III - Meetings of Members
Section 1. There shall be an annual meeting of the Association each year. Elections shall be held at the annual meeting.
Section 2. A special meeting of members may be called by the President or upon request of six member agencies.
Section 3. There may be other meetings and workshops as planned by the Board or standing committees.
Section 4. Notice of meetings shall be given to all members by the Secretary at least ten (10) days prior to the date thereof. Notice of a special meeting shall include the purpose for which the meeting is called.
Section 5. Quorum: The presence, in person, by telephone or other electronic real-time connection, of one third of the designated members shall constitute a quorum for the transaction of business. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
ARTICLE IV - Board of Directors
Section 1. There shall be a Board of Directors with at least 7 and no more than 13 members.
Section 2. The Officers of the Association shall be: President, President-elect who shall serve as Vice-President, Immediate Past President, a Secretary and a Treasurer.
Section 3. The Board shall be elected at the annual membership meeting in every year. A slate will be prepared by the Nominating Committee. Nominations may be received from the floor.
Section 4. The Board is vested with all duties, rights, and authority for the activities of the organization by the membership, except those specifically not delegated to the Board by the membership within these by-laws.
Section 5. The term of office will be one year or until successors are elected and qualified, beginning with the annual meeting. Officers may serve a second consecutive term. Initial terms of "at-large" Board members will be one-half for a two year term and one-half for one year term.
Section 6. The Board shall meet at least quarterly and may hold additional meetings as necessary.
Section 7. Any designated representative from a member organization of the Association shall be eligible for election or appointment to hold office in the Association. An elected or appointed officer who severs connection with a voting member organization during ones term of office shall resign.
Section 8. Notice of Special Board meetings shall be given to all Board members at least ten (10) days prior to the date thereof. Section 9. Quorum: The presence of one-half plus one of the Board members shall constitute a quorum for the transaction of business. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 10. Minutes of all Board meetings will be kept on file and will be available to all members following approval at the next regular meeting.
Section 11. The Board will approve the annual budget following a review and comment period provided to members.
Section 12. The Board will be responsible to hire, evaluate the performance of and terminate the Executive Director.
Section 13. All Board meetings will be open to designated representatives from member organizations and to associate members. Section 14. The Board shall have the sole authority to fix, levy and assess dues or assessments, or both, upon the members and to determine the methods of calculations. Until changed, dues shall be determined annually for the fiscal year of the Association.
Section 15. The Board will establish financial operating policies for the Association which describe the responsibilities of the officers and Executive Director relative to all financial management. These policies may be reviewed and revised from time to time by the Board. In addition, the Board may delegate specific other financial authorities to the Executive Director necessary to carry out the authorized activities of the Association.
Section 16. All Board members must hold the position of Executive Director or Chief Executive Officer for the organization that they represent.
Section 1. President: The President is chairperson of all meetings of the members and the Executive Committee and is responsible for the agenda of such meetings. He/She appoints the chairpersons of all other committees and is an ex-officio member of them. The Executive Director reports to the President.
Section 2. Vice-President: The Vice-President serves as President when the elected President is unable to act. In these circumstances, the Vice-President has all the powers and prerogatives of the President. The Vice-President chairs the Strategic Planning Committee.
Section 3. Treasurer: The Treasurer is responsible for accurate records of the Association and of rendering such financial reports to the Board, membership, and the Executive Committee consistent with board-approved financial policies.
Section 4. Secretary: The Secretary is responsible for accurate minutes of meetings of the members and of the Executive Committee. The Secretary is responsible for notices of meetings of the members and of the Executive Committee and for keeping an accurate record of members and voting delegates.
Section 5. Past President: The Past President is responsible for duties assigned by the President or Board and is a member of the Board and Executive Committee meetings.
Personnel of the Association
Section 1. The Board will establish personnel policies which describe the rights and responsibilities of the Board and staff.
Section 2. The Executive Director will implement personnel policies ratified by the Board.
Section 3. The Board may delegate authority to carry out the policies and activities of the Association to the Executive Director consistent with the role of Chief Executive Officer.
Committees and Task Forces
Section 1. The Executive Committee shall comprised of the officers of the Board as defined in Article V.
a. The Executive Committee may act for the Association between Board meetings, but all executive committee actions are subject to Board approval.
Section 2. The President may appoint committees or task forces as may be necessary from time to time to carry out the business of the Association. .
Section 1. The President shall make nominations to fill any vacancy that may occur in an office or in the elected membership of the Board, subject to Board approval. An officer or Board member at-large so appointed to fill such a vacancy shall serve for the unexpired term of the predecessor.
Section 1. The fiscal year of the Association shall be from January 1 through December 31.
Section 1. Proxy voting is prohibited.
Section 2. Voting may be done in person or electronically.
Section 3. Only board members may vote at Board meetings.
Section 1. Board members will be notified of Proposed by-law amendments at least 10 days in advance of the Board meeting in which they will be discussed. If the Board approves the amendments, they will be distributed with 10 days’ notice to Full members prior to the annual or special meeting of the membership for a vote.
Section 2. The by-laws may be amended by a two-thirds vote of Full membership.
Parliamentary and Legal Authority
Section 1. The rules contained in Robert's Rules of Order (Current Edition) shall govern the Association in all instances in which they are applicable and which are not inconsistent with the by-laws of the Association.
Section 2. If these by-laws are silent regarding a specific topic, MN Laws Chapter 317A applies.
These by-laws were adopted by the membership of the Minnesota Association of Community Mental Health Programs, Inc., at its meeting on December 1, 2005, and Amended on January 9, 2014
Grace Tangjherd-Schmidt Secretary Date
Attest By: David Cook President Date