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BYLAWS
of
MENTAL HEALTH CORPORATIONS OF
AMERICA, INC.
A Florida Corporation Not
for Profit
ARTICLE I. NAME
This corporation shall be known as Mental Health
Corporations of America, Inc., a Florida corporation not for profit.
ARTICLE II. PURPOSES
The purposes of this corporation are as follows:
· To provide meetings, seminars and other forums
for members to share and gain information on behavioral health and
related activities at least on a quarterly basis.
· To provide training and education services to
behavioral health centers on new developments and trends in the health
care industry.
· To share programmatic and financial data between
and among behavioral health centers aimed at improving the productivity
and effectiveness of service delivery of community behavioral health
centers.
· To provide national and regional advertising
programs aimed at educating the general public to services offered by
behavioral health centers.
· To provide technical assistance in program
development, management and cost allocation to behavioral health
centers.
ARTICLE III. MEMBERSHIP
Section 1. Qualifications of Membership.
The membership of this corporation shall consist of behavioral health
organizations that meet the criteria established by the Board of
Directors. The criteria will be reviewed periodically so that new
members are compatible with the goals and purposes of MHCA and with
current members.
Section 2. Admission to Membership.
The decision to extend membership shall be in accordance with the
procedures established by the Board of Directors.
Section 3. Initiation Fees and Annual Dues.
Each member shall pay in advance an initiation fee established by the
Board of Directors payable upon election to membership. Annual
membership dues shall be established by the Board of Directors.
Section 4. Termination of Membership.
Membership may be terminated by the Board of Directors whenever, in the
judgment of the Board, the best interests of the Corporation will be
served thereby, with a three-fourths vote of the Board of Directors.
ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Annual Meeting.
The annual meeting of the membership of this Corporation shall be held
during the first quarter of the calendar year at a time designated by
the Board of Directors at the principal place of business of the
Corporation or at any other place designated by the Board of Directors.
The first annual meeting of the Corporation shall be held in 1986.
Section 2.
Special Meetings. Special meetings may be held at the call of the
Chairman or by written request of one-third of the members of the Board
of Directors.
Section 3. Notice.
At least five days' notice, in writing, of each meeting, whether annual
or special, shall be mailed to each member of the Corporation at the
current mailing address on file with the Corporation.
Section 4. Proxies.
Any member shall be permitted to vote at any meeting by a proxy in
writing, submitted to the Secretary of the Corporation before or at the
time of the meeting.
Section 5. Quorum. A
majority of the members in person or by proxy shall constitute a quorum
for the transaction of business.
Section 6. Voting.
Every member of the Corporation shall have the right and be entitled to
one vote, in person or by proxy, upon every proposal properly submitted
to vote at any meeting of the Corporation.
Section 7. Action by Members Without a Meeting.
Any action required by law, these Bylaws,
or the Articles of Incorporation of this Corporation to be taken at any
annual or special meeting of the membership or any action which may be
taken at any annual or special meeting of the membership may be taken
without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by
members having not less than the minimum number of votes which would be
necessary to authorize or to take that action at a meeting at which all
members entitled to vote were present and voted, as is provided by law.
ARTICLE V. BOARD OF DIRECTORS
Section 1. Qualifications of Directors .
A director must be either the executive director or chief executive
officer of a member.
Section 2. Restrictions on Representation:
When organizations are part of a
group of related corporations with shared management control or shared
governance, only one member from that group may serve on the Board of
Directors of MHCA at any one time."
Section 23. . Number and Term of Directors.
The business, property and affairs of the Corporation shall be managed
by a Board of Directors composed of 19 persons. Each director shall hold
office for the term for which he or she is elected and until his or her
successor is elected and qualified.
Section 43. Classification of Directors.
At the first annual meeting of the membership following the approval of
these Bylaws, the members of the Board of Directors shall be divided
into three classes, a first and second class of six members each and a
third class of seven members. The members of the first class shall hold
office for a term of two years; the members of the second class shall
hold office for a term of three years; the members of the third class
shall hold office for a term of four years. At all annual meetings
beginning with the annual meeting in 1988, a class of directors shall be
elected by the membership for a term of three years, to succeed the
class of directors whose terms then expire, provided that nothing herein
shall be construed to prevent the election of a director to succeed
himself or herself.
Section 54. Duties of the Board.
The Board of Directors shall be responsible for all business of the
Corporation. The President shall be responsible for transacting the day
to day business of the Corporation in accordance with policies and
actions approved by the Board.
Section 65. Quorum.
The presence of a majority of all the directors shall be necessary at
any meeting to constitute a quorum to transact business. The act of a
majority of directors present at a meeting when a quorum is present
shall be the act of the Board of Directors. Members of the Board of
Directors may participate in a meeting of the Board by means of a
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at
the same time. Participation by this means shall constitute presence in
person at a meeting.
Section 76. Time of Meeting.
Annual meetings of the Board of Directors shall be held immediately
following the annual meeting of the members each year, at such time
thereafter as the Board of Directors may fix, and at other times upon
the call of the Chairman or by one-third of the directors. Notice of
each special meeting shall be given by the Secretary to each director
not less than five days before the meeting, unless each director shall
waive notice thereof before, at, or after the meeting. Notice may also
be deemed given to members of the Board of Directors at their respective
e-mail address, return receipt requested. Such notice shall be deemed
given when sent five days in advance of the meeting time to the e-mail
address on file with the Corporation at the time of the notice.
Section 87. Emergency Meetings.
Emergency meetings may be called by the Chairman, President, or
one-third of the Board with only 48 hours notice to members of the Board
prior to the appointed time, place or manner of meeting.
Section 98. Action by Directors Without a Meeting.
Any action required to be taken at a meeting of the Board of Directors
or of one of its committees may be taken without a meeting if a consent
in writing, setting forth the action to be taken and signed by all the
directors, or all the members of the committee, as the case may be, is
filed in the minutes of the proceedings of the Board or of the
committee. The consent shall have the same effect as a unanimous vote.
Section 109. Vacancies.
Vacancies in the Board of Directors shall be filled by election by the
remaining directors. Each person so elected to fill a vacancy shall
remain a director until his or her successor has been elected by a vote
of the membership who may make such election at their next annual
meeting, or at any special meeting duly called for that purpose and held
prior thereto.
Section 110. Power to Elect Officers.
The Board of Directors, following the Fall meeting and prior to their
annual meeting, shall elect a Chairman, a Vice Chairman, a Secretary, a
Treasurer, and a Director-at-Large. The Board of Directors shall have
the power to appoint such other officers and employees as the Board may
deem necessary for the transaction of the business of the Corporation.
The Board shall have the power to fill any vacancy in any office,
occurring for any reason whatsoever.
Section 121. Removal of Directors, Officers and
Employees. Any director, officer, or
employee may be removed by the Board of Directors whenever, in the
judgment of the Board, the best interests of the Corporation will be
served thereby, by a three-fourths vote of the Board of Directors.
Failure to attend two consecutive meetings without a valid excuse shall
constitute cause for the removal of a director. Failure to sign the
adopted Conflict of Interest Form shall constitute cause for the removal
of a director.
Section 132. Power to Appoint Executive Committee.
The Board of Directors shall have the power to appoint an Executive
Committee composed of the officers of the Corporation, the Immediate
Past Chairman of the Corporation, a Director-at-Large, and the President
of the Corporation, who shall have and exercise the authority of the
Board of Directors in the management of the business of the Corporation
between meetings of the Board.
Section 143. Investments.
All investments of funds of the Corporation shall be first approved by
the Executive Committee.
Section 154. Annual Reports.
The Chairman and Treasurer shall present their respective reports of the
operation of the Corporation for the preceding year, at the annual
meetings of the membership and the Board of Directors.
ARTICLE VI. OFFICERS OF
BOARD OF DIRECTORS
Section 1. Officers.
The officers of the Board of Directors shall be the officers of this
Corporation. They shall consist of the Chairman, Vice Chairman,
Secretary, and Treasurer. Each officer shall be elected to hold office
for a period of one year.
Section 2. Chairman.
The Chairman shall:
a. preside at all meetings of the Board of
Directors and at all meetings of the Executive Committee;
b. be a member ex-officio of all
committees;
c. be chairman of the Executive Committee;
d. perform all other duties usually
pertaining to the office of Chairman.
Section 3. Vice Chairman.
The Vice Chairman shall:
a. preside at all meetings of the Board of
Directors and at all meetings of the Executive Committee in the
absence of the Chairman;
b. perform such duties as may be delegated
by the Board of Directors and by the Executive Committee;
c. perform all such other duties usually
pertaining to the office of the Vice Chairman.
Section 4. Secretary.
The Secretary shall:
a. record the minutes of all meetings;
b. transcribe the minutes following the
meeting;
c. confer with the Chairman for possible
omissions;
d. send duplicate copy of minutes to
Chairman;
e. have custody of the seal of the
Corporation;
f. give notices of all meetings required
by statutes, bylaws, or resolutions;
g. take attendance record at meetings;
h. maintain committee reports;
i. carry on all necessary correspondence
of the Corporation;
j. perform such other duties as may be
delegated by the Board of Directors and by the Executive
Committee.
Section 5. Treasurer.
a. The Treasurer shall:
1) be custodian of all funds and
securities of the Corporation;
2) keep a record of the accounts
of the Corporation and report thereon at each regular
meeting of the
Board of Directors;
3) make report at annual meetings
and special reports when requested;
4) deposit all monies of the
Corporation in a bank or banks selected and designated
by the Board of Directors, subject to withdrawal for
authorized purposes, upon the signatures required by
Board resolution;
5) prepare and file reports and
returns required by all governmental agencies.
b. The detailed bookkeeping shall be
performed by a qualified accountant.
c. The Treasurer's accounts and the
accountant's records shall be audited annually by a firm of
certified public accountants at the expense of the Corporation.
ARTICLE VII. COMMITTEES OF THE
BOARD OF DIRECTORS
Section 1. Executive Committee.
The Executive Committee
shall be composed of the officers of the Board of Directors, the
Immediate Past Chairman of the Board of Directors, a Director-at-Large
selected by the Board of Directors, and the President of the
Corporation. This Executive Committee shall have full authority to take
action in any emergency arising between regular meetings, and shall
assist the President in formulating plans and making recommendations to
the Board. It shall meet at least quarterly at a time and place
designated by the Committee Chairman
Section 2. Audit Committee:
The Executive Committee shall act as the Audit Committee for the
Corporation.
Section 3. Standing Committees.
The Executive Committee shall create within one month of the annual
meeting of the Board of Directors all standing committees that the
Executive Committee deems necessary to promote the purposes and carry on
the work of the Corporation. In addition to standing committees, the
Executive Committee may create special committees as the need arises.
The Executive Committee shall determine the term of all committees, and
shall appoint the members and chairmen from the membership.
Section 4. Executive, Standing and Special
Committee Quorums. A quorum shall be a
majority of the committee members. Committee members may participate in
a committee meeting by means of a conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other at the same time. Participation by this
means shall constitute presence in person at a meeting.
ARTICLE VIII. STAFF
Section 1. President.
The Board of Directors shall employ a President upon the recommendation
of the Executive Committee. The President shall be the chief executive
officer of the Corporation. The President shall be responsible to the
Board of Directors and the Executive Committee for the performance of
the duties connected with his or her office and shall be the
administrative head responsible for all staff, subject to the approval
of the Board of Directors. In such capacity, the President shall be
responsible for the efficient operation of the Corporation, shall
represent the Corporation at conferences and conventions, either with
Board members or as the sole representative; shall be present at regular
or specially-called Board meetings without vote. All other staff members
shall recognize their responsibility to the President. The President
shall keep the Executive Committee informed in the selection and
termination of personnel and shall be an ex-officio member of all
committees.
Section 2. Compensation.
Compensation of all employees shall be in accordance with the annual
operating budget reviewed by the Finance Committee and approved by the
Board of Directors.
ARTICLE IX. FISCAL YEAR
The fiscal year of the Corporation shall be
January 1 to December 31.
ARTICLE X. RULES OF ORDER
"Robert's Rules of Order" shall be the
parliamentary authority for all matters or procedures not specifically
covered by these Bylaws.
ARTICLE XI. LIABILITY AND
INDEMNIFICATION
Section 1 .
An officer or director of this corporation is not personally liable for
monetary damages to any person, including but not limited to this and
other corporations and entities, for any statement, vote, decision or
failure to take action, regarding organizational management or policy by
an officer or director, unless:
a. the officer or director breached or
failed to perform his duties as an officer or director; and
b. the officer's or director's breach of,
or failure to perform, his duties constitutes:
1. a violation of criminal law,
unless the officer or director had reasonable cause to
believe his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful.
2. a transaction from which the
officer or director derived an improper personal
benefit, either directly or indirectly; or
3. recklessness or an act or
omission which was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton and
willful disregard of human rights, safety or property.
For the purposes of this section, the terms
"recklessness", "director", and "officer" shall have that meaning
defined in Section 617.0834 Florida Statutes (1990 Supp.), and the term
"improper personal benefit" shall have that meaning defined in Section
607.0831 (3)(4)(5) Florida Statutes (1989).
Section 2. For
Purposes of this Article XI, the following terms shall have the
following meanings:
a. "Expenses" includes, without
limitation, all costs, expenses, attorneys fees, and paralegal
expenses incurred by the director or officer in, for or related
to the Proceeding or in connection with investigating, preparing
to defend, defending, being a witness in or participating in the
Proceeding, including such costs, expenses, attorneys fees and
paralegal expenses incurred on appeal. Such attorneys fees shall
include without limitation:
1. attorneys fees incurred by the
director or officer in any and all judicial or
administrative Proceedings, arising out of or relating
to the Proceedings;
2. attorneys fees incurred in
order to interpret, analyze, or evaluate that person's
rights and remedies in the Proceedings or under
contracts or obligations which are the subject of such
Proceeding; and
3. attorneys fees to negotiate
with counsel for any claimants, regardless of whether
formal legal action is taken against him.
b. "Liability" includes obligations to pay
a judgment, settlement, penalty, fine (including an excise tax
assessed to any employee benefit plan), and expenses actually
and reasonably incurred with respect to a Proceeding.
c. "Proceeding" includes any threatened,
pending, or completed action, suit or other type of proceeding
whether civil, criminal, administrative, or investigative and
whether formal or informal to which the person is a party by
reason of the fact that he is or was a director or officer of
the corporation or is now or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust, or other enterprise.
Section 3. This
corporation shall indemnify to the fullest extent permitted by law and
shall advance expenses therefore, to any director or officer who was or
is a party to any Proceeding against liability incurred in connection
with such Proceeding, including any appeal thereof; provided, however,
that no indemnification under this section shall be made if the officer
or director breached or failed to perform his duties as an officer or
director and the person's breach of or failure to perform his duties
constitutes:
a. a violation of a criminal law unless
the officer or director had reasonable cause to believe his
conduct was lawful or had no reasonable cause to believe his
conduct was unlawful; or
b. a transaction from which the officer or
director derived an improper personal benefit, either directly
or indirectly; or
c. recklessness or an act or omission
which was committed in bad faith or with malicious purpose or in
a manner exhibiting wanton and willful disregard of human
rights, safety, or property.
Section 4. This
corporation shall purchase and maintain insurance on behalf of any
person who is or was a director or officer of the corporation or is or
was serving at the request of the corporation as a director or officer
of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under the provisions of this article.
Notwithstanding anything that may be to the
contrary, nothing herein shall be construed to mean that this
corporation may not either:
a. purchase any insurance it is required
to purchase on a claims made basis, or
b. change insurance carriers, even if such
purchases or changes shall have the effect of deleting some or
all coverage for past officers or directors.
Section 5. The
rights of an officer or director hereunder shall be in addition to any
other rights such person may have under the corporation's Articles of
Incorporation or the Florida General Corporation Act or otherwise, and
nothing herein shall be deemed to diminish or otherwise restrict such
person's right to indemnification under any such other provision. It is
the intent of this Bylaw to provide the maximum indemnification possible
under applicable law. To the extent applicable law or the Articles of
Incorporation of the corporation, as in effect on the date hereof or at
any time in the future, permit greater indemnification than is provided
for in this Bylaw, the indemnitee shall enjoy the greater benefits so
afforded by such law or provision of the Articles of Incorporation, and
this Bylaw and the exceptions to indemnification set forth herein to the
extent applicable, shall be deemed amended without any further action by
the corporation to grant such greater benefits.
This article shall be interpreted to permit
indemnification to the fullest extent permitted by law. If any part of
this article shall be found to be invalid or ineffective in any action,
suit, or proceeding, the validity or effect of the remaining part
thereof shall not be affected. The provisions of this article shall be
applicable to all Proceedings commenced after the adoption hereof,
whether arising from acts or omissions occurring before or after its
adoption.
Nothing contained herein shall be construed to
limit the discretion of the Board of Directors to authorize such
indemnification of employees or agents of this corporation as may be
allowed by law.
Section 6. The
corporation is authorized to enter into individual agreements with
officers or directors providing for such indemnification as may be
allowed by law.
ARTICLE XII. AMENDMENTS
The Board of Directors may later amend, revise,
add to, repeal, or rescind these Bylaws and adopt new Bylaws at pleasure
by a majority vote of all the members of the Board of Directors at any
meeting of the Board of Directors, provided that notice of the proposed
alteration, amendment, revision, addition, repeal or rescission of the
Bylaws or adoption of new Bylaws shall have been given at least ten days
preceding the meeting.
Approved as amended by the MHCA Board of
Directors -– May 15, 2009 |
