Revised January 2005
THE MENTAL HEALTH ASSOCIATION OF LAURENS COUNTY
BYLAWS
ARTICLE I. Name Territory
Section 1. Name
The name of this organization shall be the Mental Health Association of Laurens County, an Affiliate of the Mental Health Association in South Carolina (MHASC) which is a Division of the National Mental Health Association (NMHA).
Section 2. Territory
The territory of the Association shall be the total area of Laurens County in the state of South Carolina, an area not currently served by any Mental Health Association.
ARTICLE II. Purpose
In cooperation with the MHASC and the NMHA, the Association shall develop a coordinated citizens movement to work toward the improved care and treatment of the mentally ill; for improved methods and service in research, prevention, diagnosis and treatment of mental illness; and for the promotion of mental health.
ARTICLE III. Change of Status
The Association’s charter may be revoked by the MHASC upon failure of the Association to adhere to the purposes, policies, procedures, and financial support of the MHASC and the NMHA. Such change of the status shall occur only after one (1) year in which time the Association shall develop an approved plan.
The Association, at a special meeting of its membership called for the purpose and only by a two-thirds vote of all those present and entitled to vote, may withdraw from the MHASC.
ARTICLE IV. Representation on the State Board of Directors
The Association shall be represented on the MHASC’s Board of Directors by its Chair.
ARTICLE V. Membership
Membership in the Association is open to residents of Laurens County as well as surrounding counties in the state of South Carolina. Membership and donation categories shall be decided as necessary by the Board of Directors of the Association.
ARTICLE VI. Board of Directors
Section 1. Number of Directors
The property and affairs, of the Association shall be managed and controlled by a Board of Directors which shall consist of not less than 12 and not more than 20 persons who are members in good standing, chosen with due respect for geographic distribution, variety of professions, and areas of interest in the mental health field. At least two-thirds of the Board shall at all times consist of the persons not professionally engaged in the mental health field.
Section 2. Election and Term of Office
At a meeting prior to each Annual Meeting, successors to directors whose terms expire, as presented by the Nominating Committee, shall be elected by the membership of the board present. Nominations Committee may also be made by any of Directors, a Director shall be eligible for re- election for one (1) term. After two (2) successive terms, a Board Member shall be ineligible for re-election for a period of one year. This shall include any term served as an officer of the Board of Directors.
Contingency: During years of extreme growth or increased building this policy may be amended by the Board if Directors to insure continuity in leadership; if needed.
Section 3. Rotation
One-third of the total number of the Directors shall be elected to serve a term of one year, one-third to serve a term of two years, and one-third to serve a term of three years. All terms are for three years.
Section 4. Vacancies
Any vacancy among the Directors, by reason of death, resignation, or inability to act or any circumstance, shall be filled for the unexpired portion of the term by the Board of Directors at any meeting of the Board. No person shall be chosen to fill a vacancy on the Board of Directors who is that time ineligible for election as a Director in accordance with these Bylaws. If a person is elected by the Board of Directors, to fill a vacancy on the Board and serves two (2) or more years in an unexpired term, such term of two (2) or more years of service shall constitute a full term for the purpose of eligibility for re-election.
ARTICLE VII Officers
Section 1. General
The officers of the Association shall be a Chair, Vice Chair, Secretary, Treasurer and other such officers as the Board of Directors may from time to time elect.
Section 2. Election and Term of Office
Officers shall be elected by the Board of Directors at a meeting prior to the Association’s Annual Meeting. The officers shall take office at the close of the Annual Meeting and shall serve for a term of one year and may be re-elected for one term.
Section 3. Duties
Officers shall perform duties prescribed in these Bylaws and shall assume such additional duties as may be prescribed by the Board of Directors.
Section 4. Chair
The chair, or in his/her absence the Vice Chair, shall preside at all meetings of the Association, the Board of Directors, and the Executive Committee. He/she shall perform the usual duties of the office and serve as an ex-officio member of all committees with the exception of the Nominating Committee. With the approval of the Board, he/she shall appoint chairs of all committees except the Nominating and Executive Committees.
Section 5. Vice Chair
The Vice Chair shall perform the duties of the Chair in the absence or inability of the chair to discharge the duties of the office, and perform such other duties as the Board of Directors may from time to time determine.
Section 6. Secretary
The Secretary shall be responsible for the minutes and records of the meetings of the Association, Board of Directors, and the Executive Committee; shall attend to the giving and serving of all notices of the Association; and shall perform such other duties as the Board of Directors may from time to time determine.
Section 7. Treasurer
The Treasurer along with executive director shall collect, receive, deposit, and invest the funds Association as directed by the Board of Directors; shall render quarterly financial statements to the Executive Committee and quarterly reports and accounts of the financial condition of the Association to the Board of Directors.
He/she along with executive director shall be responsible for the preparation of the budget in consultation with the other officers and the approval of the Board of Directors. He/she shall perform such other duties as the Board of Directors may determine.
ARTICLE VIII. Committees
Section 1. Standing Committees
Standing Committees shall be
1.) Executive
2.) Nominating membership and annual management.
3.) Housing and Finance; other committees shall be determined as to need and current emphasis of board.
Section 2. Terms of Office and Procedures
All committee members shall hold office from the time of their election or appointment for a period of one year and may be re-elected or re- appointed.
Chairs of all committees shall be Directors of the Board. Members of committees shall be members of the Association but not necessarily members of the board.
If any member of the Board of Directors shall fail to attend three(3) consecutive regular Board meetings without satisfactory cause, the Board of Directors may consider the position vacant and may proceed to fill such vacancy.
Section 3. Executive Committee
The Executive Committee, appointed by the chair but elected by the Board of Directors from its membership, shall serve for one year and shall consist of the officers and at least one other Board member. No member of the Executive Committee shall be actively employed by the South Carolina Department of Mental Health.
The Executive Committee shall be responsible for hiring, supervising, and evaluating any staff members employed by the Association.
Between meetings of the Board of Directors, the Executive Committee shall have and may exercise in the absence of specific direction by the Board of Directors, any and all powers of the Board of Directors in the management of the business and affairs of the Association. The Executive Committee shall report its actions monthly to the Board of Directors.
Section 4. Nominating Committee
The Nominating Committee shall be elected by the Board of Directors and shall consist of five (5) members, at least one of shall be a non-Board member. The chair of the Nominating Committee shall be elected by the members of that committee or appointed by chair. (optional)
The Nominating Committee shall present for election by the Board of Directors at a meeting prior to the Annual Meeting 1) the names of nominees for membership on the Executive Committee, and 2) the names of nominees to fill vacancies on the Nominating Committee.
The Nominating Committee shall also nominate persons to be presented for election to fill all vacancies on the Board of Directors the Executive Committee throughout the year.
Section 5 Finance Development Committee
The Chairperson of this Committee shall be appointed by the chair ad then shall select his/her committee members. The committee shall be responsible for developing financial and related in-kind resources for the Association, and for overseeing the utilization of such resources as they pertain to program and organizational objectives. This shall include, but not be limited to, solicitation, review, and approval of funding proposals and other fundraising activities.
Section 6 Membership and Annual Meeting Committee
The Chairperson of this Committee shall be appointed by the Chair and then shall select his/her committee members. The Executive Director shall maintain the records of membership, recruit members, and plan and implement the Annual Meeting. Along with the committee, the executive director will help plan and implement the annual meeting.
Section7. Meetings of the Executive Committee
Meetings may be called by the Chair or upon request of the majority of the members of the Executive Committee.
ARTICLE X. Finances
Section 1. Fiscal Year
The fiscal year of the Association shall begin on January 1 of each year.
Section 2. Funds
All funds received by the Association shall be credited to the Association and placed in depositories approved by the Board of Directors.
The accounts of the Association shall be audited annually after the close of the fiscal year.
ARTICLE XI. Authority
Roberts’s rules of Order shall govern the meeting of members, Board of Directors and the committees of the Association in all cases in which they are applicable and in which they are not inconsistent with these Bylaws.
ARTICLE XII. Amendments
These Bylaws may be amended at a regular meeting of the Board of the Directors or at a special meting of the Board by majority vote of a quorum of the Directors present.
ARTICLE IX. Meetings
Section 1. Annual Meetings
The Annual Meeting of the Association shall be held between November 1 and March 1, at such time and place as may be determined by the Board of Directors, and Notices of such Annual Meeting shall be circulated to the membership of the Association and/or published in a newspaper or general circulation within the Association area at least 14 days before the Annual Meeting.
Section 2 Quorum – Membership Meetings
Each member shall be entitled to one vote at all meetings of the members and must be present and voting in person. Except as otherwise provided by these Bylaws, all questions shall be decided by a majority of the members entitled to vote, present in person.
Section 3. Meetings of the Board of Directors
There shall be a minimum of eight (8) meetings of the Board of Directors each year. All meetings shall be open to the public but may be called into Executive session for discussion of personnel, financial, or legal matters. Special meetings may be called by the members of the Board of Directors.
Members of the Board of Directors shall be notified of all meetings at least seven (7) days prior to the meeting. Notice of special meetings should state the purpose of the meeting.
One-third (1/3) of the Board of Directors shall constitute a quorum. All questions shall be decided by a majority vote of members entitled to vote, present in person, except as otherwise provided in these Bylaws.
ARTICLE XII. Dissolution of the Association
In the event of dissolution, the residual assets of the Association , after payment of debts, shall be given to one or more organizations which themselves are tax exempt as organizations described in Section 501 (c) (3) and 170 (c) (2 ) of The Internal Revenue Code of 1084 or corresponding to the Federal, State, or Local Government for exclusive public purpose.