AMENDED AND RESTATED BYLAWS OF
WASHINGTON COUNTY ASSOCIATION FOR MENTAL HEALTH
(An Oklahoma Not for Profit Corporation)
Updated November 18, 2014
Name and Headquarters
Section 1. The name of the corporation (herein referred to as the Association) shall be the Washington County Association for Mental Health.
Section 2. Its headquarters shall be located at such place in Bartlesville, Oklahoma, as the Board of Directors shall designate.
Section 1. The purpose of the Washington County Association for Mental Health is to promote and assist in the development and coordination of programs and policies which improve behavioral health outcomes in Washington County and surrounding areas. The Association will achieve this by developing collaboration among a wide range of agencies including public schools, behavioral health agencies, faith-based organizations, United Way, private foundations, youth service organizations, advocacy organizations, tribal entities, and other public and private organizations.
Section 1. Membership. Membership in the Association shall be open to and consist of any and all persons living in or in close proximity to Washington County, Oklahoma who are interested and wish to participate in the purposes and activities of the Association.
Section 2. Termination of Membership. Any member may be removed for misconduct by vote of a majority of the members. Any member may resign by written resignation mailed to the remaining members or filed with the Secretary of the Association.
Meetings of Members
Section 1. Annual Meetings. Annual meetings of the members of the Association for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings may be held at such time, date and place as the Executive Committee shall determine at its first meeting of the new fiscal year (calendar year January 1 to December 31).
Section 2. Special Meetings. Special meetings of the members of the Association may be called at any time by the President or upon written request of a majority of the whole Board. Such request shall state the purpose or purposes of the proposed meeting. At any special meeting of the members, no business shall be transacted and no corporate action shall be taken other than as stated in the notice of meeting.
Section 3. Place of Meetings. All meetings of the members shall be held as such places, within or without the State of Oklahoma, as may from time to time be designated by the person or persons calling the respective meeting and specified in the respective notices or waivers of notice thereof. Both Annual Meetings of the members and Special Meetings of the members shall be open to the general public.
Section 4. Notice of Meetings. (a.) Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
(b.) Unless otherwise provided by law or the Certificate of Incorporation, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each member entitled to vote at such meeting.
Section 5. Voting. (a.) Each member shall, at each meeting of the members, be entitled to one (1) vote in person on the matter in question.
Board of Directors
Section 1. General Powers. The property, business, and affairs of the Association shall be managed by and under the direction of the Board. The Board shall also be responsible for the affairs of the Association between Annual Meetings.
Section 2. Number. The number of Directors of the Association, which shall not be less than ten (10) nor more than twenty-five (25) persons shall be fixed from time to time by resolution of the Board. No more than two (2) paid staff persons of the same organization may serve in a voting capacity.
Section 3. Election of Board of Directors. The Directors shall be elected by the members of the Association at the Annual Meeting of the members and at each election the persons receiving the greatest number of votes, up to the number of directors then to be elected, shall be the persons elected. In the event that a board vacancy occurs between annual meetings, the Board of Directors can elect new directors to its membership drawing upon the recommendations of the Nominating Committee. The Directors shall serve for a term of three (3) years and thereafter until their respective successors are elected and qualified at the Annual Meeting of the members, except when a member is elected or appointed to fill an unexpired term. Directors serving two (2) consecutive three-year terms shall not be eligible for reelection until the expiration of one year from their last term provided, however, that a Director who is serving as President-elect in the last year of his or her second term shall serve one additional term of one year during such director’s term as President. It is desirable that one-third (1/3) of the remaining Board of Directors, upon recommendation of the Nominating Committee, shall rotate annually. The election of directors is subject to any provisions contained in the Certificate of Incorporation relating thereto.
Section 4. Terms of Directors. No Board member may serve more than six (6) consecutive years unless otherwise provided. Terms of Directors elected to full terms shall commence on January 1 of the coming year and shall end on December 31 of the third year of the term. Directors elected or appointed to fill an expired term shall assume the position immediately and shall serve through December 31 of the third year of the term of which he or she is completing.
Section 5. Resignations. Any Director of the Association may resign at any time by giving written notice to the Board or to the Secretary of the Association. Any such resignation shall take effect immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board, whether because of death, resignation, disqualification, or increase in the number of directors, or any other cause, may be filled through recommendations of the nominating committee to the Board.
Section 7. Absences. Directors missing three (3) consecutive Board meetings, excluding unavoidable absences, may be removed by action of the Board upon recommendation of the Nominating Committee.
Section 8. Regular Meetings. Regular meetings of the Board shall be held monthly at times and places designated by the President. If any day fixed for a meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting shall be held at the same hour and place on the next succeeding business day not a legal holiday. Notice of Board meetings shall be given to all Directors at least seven (7) days prior to the meetings.
Section 9. Special Meetings. (a.) Special meetings of the Board may be called at any time by the President, or upon written request of any five (5) Directors, to be held at the principal office of the Association, or at such other place or places, within or without the State of Oklahoma, as the person or persons calling the meeting may designate. Unless otherwise indicated in the notice thereof, any and all actions taken with respect to salaries, compensation, and other payments to be paid to, or contracts made with, a Director or executive officer, may be transacted at any special meeting. At any meeting at which all Directors shall be present, even though without any notice, any business may be transacted.
(b.) Notice of all special meetings of the Board shall be given to each Director at least ten (10) days before the meeting. If the President, or three (3) of the Directors determine that a special meeting of the Board on short notice is necessary, then notice may be given by telephone or facsimile not less than four (4) hours in advance of the time when a meeting shall be held. Such notice may be waived by any Director and any meeting shall be a legal meeting without notice having been given if all the Directors shall be present thereafter or if those not present shall, either before or after the meeting, sign a waiver of notice or a consent to, such meeting or shall, after the meeting, sign the approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or be made part of the minutes of the meeting.
Section 10. Quorum and Manner of Acting. Except as otherwise provided in the Certificate of Incorporation, the Bylaws, or by law, the presence of Thirty-three percent (33%) or five board members, whichever is less, shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the Directors present. In the absence of a quorum, a majority of Directors present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. The Directors shall act only as a Board, and the individual Directors shall have no power as such.
Section 11. Committees. (a.) The Board may designate one or more committees. Any such committee shall keep written minutes of its meetings and report the same to the Board at the next regular meeting of the Board.
(b.) Except as may otherwise be ordered by the Board of Directors, the President shall appoint the members of all special or other committees of the Board. The President of the Board shall be an ex-officio member of all standing committees.
Section 12. Executive Committee. The Executive Committee shall be composed of the officers of the Association, the Standing Committee Chairpersons, and one or more at large members of the Board of Directors. The Executive Committee shall perform the duties of the Board of Directors between meetings of the Board and make a report of all transactions to the Board. A quorum at all Executive Committee meetings shall consist of a majority of the Executive Committee. The members of the Executive Committee serve a term of one (1) year or until their successors are chosen.
Section 13. Standing Committees. (a) The Standing Committees may include, but not necessarily be limited to, the following:
(1) Personnel and Finance
(b) The Personnel and Finance Committee shall oversee the development of the budget and assure that adequate fiscal resources exist to carry out the mission and strategic plan of the Association on both a short and long term basis. The Committee will review applications and make recommendations to the board to fill vacancies.
(c) The Nominating Committee shall meet annually to present a slate of candidates for officers and board members to fill vacancies.
Section 14. Ad Hoc Committees: (a) Ad Hoc Committees may be appointed by the Chairman to carry out projects and other responsibilities of the board.
Section 1. Officers. The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer.
Section 2. President. The President shall exercise such duties as customarily pertain to such office and shall have general and active supervision over the property, business, and affairs of the Association and over its other officers. The President may sign, execute and deliver in the name of the Association, powers of attorney, contracts, bonds, and other obligations and shall perform such other duties as may be prescribed from time to time by the Board or by the Bylaws. The President shall preside at all meetings of the Association, the Board of Directors and the Executive Committee, shall serve as ex-officio member of the Committees.
Section 3. Vice-President. The Vice-President shall exercise those duties determined by the Board. The Vice-President shall perform the duties of the office of the President in the absence or disability of the President.
Section 4. Secretary. The Secretary shall be responsible for the minutes of all meetings of the members of the Association, the Board, the Executive Committee and to the extent ordered by the Board or the President, the minutes of the meetings of all other committees. The Secretary shall cause notice to be given of meetings of members of the Association, the Board, and of any other committees appointed by the Board. The Secretary shall perform the duties of the office of the President in the absence or disability of the President and the Vice-President. The Secretary shall have custody of the corporate seal and general charge of the records, documents, and papers of the Association not pertaining to the performance of the duties vested in other officers, which shall at all reasonable times be open to the examination of any Director. The Secretary may sign or execute contracts with the President or other officer thereunto authorized in the name of the Association and affix the seal of the Association thereto. The Secretary shall perform such other duties as may be prescribed from time to time by the Board, or by the Bylaws, or by the President.
Section 5. Treasurer. The Treasurer shall have custody of all monies and accounts of the Association and shall present to the Board of Directors a monthly and annual report. The Treasurer shall serve as Chairman of the Personnel and Finance Committee and be responsible for the preparation of an Annual Budget. The Treasurer or an assistant authorized by the Board shall sign all Association drafts which must be co-signed by one authorized by the Executive Committee. The Treasurer shall insure that all accounts of the Association be audited annually every 3 years after the close of the fiscal year of the third year by an independent Certified Public Accountant approved by the Board.
Section 6. Election. The officers of the corporation, except such officers as may be appointed pursuant to Section 5.03 or Section 5.07 of the Bylaws, shall be chosen annually by the Board, and each person shall hold office until such person shall resign or be removed or otherwise disqualified to serve, or such person’s successor shall be elected and qualified, unless otherwise provided by the Board of Directors.
Section 7. Removal and Resignation. (a.) Any officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board, or by any officer upon whom such power of removal may be conferred by the Board.
(b.) Any officer may resign at any time by giving written notice to the Board or the Secretary of the Association. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 8. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled in the manner prescribed in the Bylaws for the regular appointments to such office.
Section 9. Term. The term of office for officers shall be one (1) year.
Section 1. Certificate of Incorporation. As used herein, the term “Certificate of Incorporation” shall mean the Certificate of Incorporation of the Association, as the same may be amended or restated from time to time.
Section 2. Amendments. The Bylaws, or any of them, may be rescinded, altered, amended, or repealed, and new Bylaws may be made, by the Board, by a two-thirds vote of the Directors present and voting at any Board meeting where a quorum is in attendance, provided that notice of such proposed amendment, modification, repeal, or adoption is given in the notice of special meeting; provided, that any such action on the Bylaws may also be taken by the directors or members by consent in writing as provided in the Bylaws, or as otherwise permitted by law.
Section 3. Authority. On any question of procedure not otherwise stated in these Bylaws, Robert’s Rules of Order (newly revised) shall prevail.