Bylaws of the Tri-County Board of Recovery & Mental Health Services
Approved February 18 2009
ARTICLE I NAME
The name of the Board shall be the Tri-County Board of Recovery & Mental Health Services.
ARTICLE II AREA OF JURISDICTION
The Board has jurisdiction over the Counties of Darke, Miami, and Shelby, Ohio.
ARTICLE III BOARD MEMBERS AND PRIMARY DUTIES
Section 1. The Board shall consist of eighteen (18) members.
Section 2. The primary duties of members of the Board shall include, but not be limited to the planning, funding and evaluating of community mental health and substance abuse services as provided for in Chapter 340 and other related sections of the Ohio Revised and Administrative Code.
Section 3. A member may resign by tendering a resignation to the appointing authority with a copy to the Executive Director of the Board. The Executive Director shall notify the remaining members of the resignation of the member.
Section 4. When a Board vacancy occurs, the Rules/Nominating Committee shall present proposed candidate(s) to the Board for consideration for Board membership.
Section 5. The members shall actively participate in the solicitation and procurement of local funds for the support and operation of the Board and its program.
Article IV Officers And Duties
Section 1. The officers of the Board shall be the Chairperson and the Vice-Chairperson, each to serve for a term of one (1) year.
Section 2. The Rules/Nominating Committee shall annually present a slate of candidates for consideration by the Board; the Committee will present the slate as a first reading at the May Board meeting with the Board voting on the slate at the June Board meeting; the committee shall also nominate for the Board’s consideration a replacement to fill any office which has become vacant prior to the expiration of the term.
Section 3. Officers shall hold offices from July 1st to June 30th or until their successors are elected.
Section 4. The Board may remove any officer at any time, with or without cause, by a majority vote. The Board shall fill any officer vacancy occurring from whatever cause.
Section 5. The Chairperson shall preside at all meetings of the Board and Executive Committee. The Chairperson shall be an ex-officio member of all committees of the Board, with the exception of the Rules/Nominating Committee. The Chairperson may, together with the Executive Director, sign contracts, certificates, or other such documents as may be approved by the Board and perform generally all the duties incident to the office, and such further and other duties as may be from time to time required of him/her by the Board. The Chairperson may designate the Vice-Chairperson to sit in the place of the Chairperson upon any committee.
Section 6. The Vice-Chairperson shall perform the duties of the Chairperson during the absence of the Chairperson or the inability of the Chairperson to discharge the duties of office and shall perform such other duties as the Board may, from time to time, direct. In case both the Chairperson and the Vice-Chairperson are absent or unable to perform the duties, the Board may appoint a Chairperson Pro Tempore.
Section 7. The Chairperson shall appoint a member of the Board to serve as Secretary at a meeting of the Board, or the Executive Committee, for the purpose of supervising the taking of the minutes of the meeting. A person so appointed shall serve only during such a meeting, however, and shall not be either a permanent officer of the Board or a member of the Executive Committee.
ARTICLE V COMMITTEES
Section 1. The standing committees of the Board shall be: Executive/Personnel Committee, Planning Committee, Finance Committee, Rules/Nominating Committee, and Community Relations Committee.
Section 2. Board members shall volunteer to serve on at least two standing committees. Those members appointed by the Ohio Department of Mental Health and Ohio Department of Alcohol and Drug Addiction Services shall serve on the Planning Committee. Committee Chairs are selected by each committee by majority vote of that committee.
Section 3. The Board, by resolution, may provide for the appointment of such committees of members and/or persons who are not members, as it may deem desirable for the proper administration and operation of the Board, and may assign to such committees such powers and duties as it may determine to be appropriate. The Board, in the exercise of the power to appoint committees composed of Board members and non-Board members, shall be mindful of the fact that only the Board itself can exercise its statutory duties. The committees contemplated by this section shall be in addition to the standing committees of the Board.
Section 4. With the exception of the Chairperson, every Board member shall serve on at least two standing committees. An effort shall be made to have all three (3) counties represented on each committee Members of standing committees shall serve from the time of their appointment for a period of one year, or until their term on the Board expires.
Section 5. The Board shall act upon matters of policy only after hearing from the committee with jurisdiction over the policy matter. All policies adopted by the Board shall be binding until rescinded or amended by the same procedure necessary to adopt them.
Section 6. The Chairperson, with the approval of the Board, may appoint any other special committee to carry out a special function. Such committees shall cease to exist after their special function has been performed and reported to the Board.
Section 7. The Executive/Personnel Committee shall be composed of the Chairperson, Vice-Chairperson, and the Chairpersons of each of the standing committees. The Executive Committee shall perform an annual evaluation on or about the end of each fiscal year of the manner in which the Executive Director has performed the duties and responsibilities which have been assigned to him by the Board as well as those imposed upon him by law.
The Executive/Personnel Committee shall be responsible for reviewing and recommending to the Board all matter of personnel practices which come under the jurisdiction of the Board. This committee, among other duties, shall:
a. serve as the Executive Director Search Committee and will accept applications, interview candidates, and recommend to the Board an Executive Director when that position is vacant.
b. review and recommend compensation and terms for the vacant Executive Director position.
c. work with the Executive Director to recommend to the Board the establishment of positions and qualifications for Board staff.
d. work with the Executive Director to propose and recommend to the Board personnel policies and practices pertinent to Board employees, including salary schedules.
Section 8. The Planning Committee shall be composed of at least the members appointed by the Ohio Department of Mental Health and those appointed by the Ohio Department of Alcohol and Drug Addiction Services as well as two members appointed by the Board (Ohio Revised Code 340.022).
The Planning Committee shall be responsible for making recommendations to the full Board related to the planning and evaluation of alcohol, drug addiction and mental health services, shall study community needs, develop and recommend program priorities, develop and recommend policies for evaluating contracted services, review program compliance audits of contracted services and initiate long-range planning to include principles, goals and strategies for the Board's direction, and review and recommend to the Board for approval the Community Plans required by the Ohio Department of Mental Health and the Ohio Department of Alcohol and Drug Addiction Services.
The Planning Committee shall also serve in the role of the Standing Committee on Alcohol and Drug Addiction Services, which is required by Ohio Revised Code section 340.022.
Section 9. The Finance Committee shall be responsible for reviewing and recommending to the Board all matters pertaining to the financial operation of the Board and programs financed in total or in part by the Board. Among other duties, this committee shall:
a. annually review and recommend to the Board a budget for the operation of the Board and all participating agencies supported by the Board. In its budgetary recommendations to the Board, the committee shall keep in mind the program priorities recommended by the Planning Committee and the salary schedules recommended by the Executive/Personnel Committee.
b. review as needed, the financial policies, audit reports and management practices of the Board and all agencies supported in total or in part by the Board and make a report to the Board pertaining to the review.
c. periodically review all Board expenditures and present to the Board for approval.
Section 10. The Rules/Nominating Committee shall be responsible for the preparation of amendments to these By-Laws. This committee, among its other duties, shall:
a. review and recommend to the Board any amendments to these By-Laws as needed.
b. review and recommend to the Board policies.
c. annually present a slate of candidates for consideration by the Board; the slate of officers will be presented to the Board at the May Board meeting; the Board may consider additional nominations from the floor; the Board will vote on the slate of officers at the June Board meeting. The Committee shall also nominate for the Board’s consideration a replacement to fill any office which has become vacant prior to the expiration of the term.
d. when a Board vacancy occurs, the Rules/Nominating Committee shall present proposed candidate (s) to the Board for consideration for Board membership. Those candidates selected by the Board shall be forwarded to the proper appointing authority for consideration for appointment to the Board.
Section 11. The Community Relations Committee shall, through the Board staff, be responsible for reviewing and recommending to the Board all matters concerning community relations. Among other duties, this committee shall:
a. review the present community relations programs of the Board.
b. study community relations programs of all agencies supported in total or in part by the Board.
c. propose and recommend to the Board alcohol, drug, and mental health education programs in cooperation with the service programs in agencies under the jurisdiction of the Board.
d. propose and recommend to the Board specific community relations programs.
e. gather feedback from the community to determine if alcohol, drug, and mental health needs are being met.
f. recommend to the Board priorities in establishing new community relations programs.
g. develop plans for a levy campaign including formation of a campaign committee representing all three counties and including other representatives from providers and the community.
Section 12. Quorum for committees shall be attendance by at least 2 Board members.
ARTICLE VI. MEETINGS OF THE BOARD
Section 1. The Board shall hold regular meetings each month except August and December. The time and place of the meeting shall be determined by the Board. The Board may dispense with any other regular meeting by majority vote.
Section 2. There will be an annual meeting of the Board. This meeting should be held in October, but it may be at such other time as the Chairperson may determine.
Section 3. A special meeting may be called by the Chairperson or by any three (3) Board members, provided that the Sunshine Law required notice states the purpose, time, and place of the meeting. No business may be transacted at a special meeting except that which is stated in the notice of the meeting.
Section 4. Written notice of the time and place of each regular, annual, or special meeting of the Board shall be mailed to each member at the member’s last given address at least five (5) days prior to the date of such meeting. In the event that there is not sufficient time between the call for a meeting and the meeting, such notice may be delivered personally. In the event that reasonable efforts of personal notice are unsuccessful, notice may be given by registered mail and shall be complete upon mailing.
Section 5. A majority of the current members of the Board shall constitute a quorum provided all members have the notice of the meeting. Any action taken by a majority of the quorum constitutes formal action of the Board, except in the instances where these rules require more than a majority, in which case the specific requirement shall control. The presiding officer of the Board may elect to vote last.
ARTICLE VII MEETING ATTENDANCE & TRAINING REQUIREMENTS
Section 1. In order to fulfill the primary mission and goal of providing an efficient and effective system of mental health and substance abuse services for the Tri-County all Board members are encouraged and expected to actively participate to the fullest extent possible. As such, it is expected that Board members be in attendance at all regular and special meetings in order to contribute to Board business as a knowledgeable member. It is, of course, realized that Board members are volunteer citizens and from time to time may be faced with business, family, personal, health, and other scheduling conflicts which may interfere with this obligation.
Section 2. Annual attendance requirements: pursuant to section 340.02 of the Ohio Revised Code, upon the absence of a member within one year from either four (4) regular Board meetings or from two (2) regular Board meetings without prior notice, the Board shall notify the appointing authority, which may vacate the appointment and appoint another person to complete the member’s term.
Section 3. Annual in-service training requirements: furthermore, pursuant to section 340.02 of the Ohio Revised Code, each Board member shall attend at least one in-service training session provided or approved by the department of mental health or the department of alcohol and drug addiction services each fiscal year. The Executive Director shall schedule such training at least once annually and publish alternative training opportunities that meet the above requirements to each Board member.
Section 4. Appointing authority notification procedure: The Executive Director is responsible for keeping the above records on attendance and training requirements and forwarding such information periodically to the Executive/Personnel Committee for review. The annual period for purposes of this article is the fiscal year which begins July 1 and ends June 30 each year. In the event that a members fails to meet the minimum obligations as prescribed in the Ohio Revised Code section as specified above, the Executive/Personnel Committee, through the Chairman, shall contact such person, in writing, notifying the member of the requirement deficiency and request a response within fourteen (14) days regarding the circumstances and the members intent to continue as a Board member. Upon reviewing the response, the Executive/Personnel Committee shall forward a written report of the situation and the facts from the inquiry to the appointing authority that has the ultimate decision in this regard.
ARTICLE VIII BOARD FISCAL YEAR
The fiscal year of the Board shall be from July 1 of each year to June 30 of the following year.
ARTICLE IX AMENDMENTS
These By-Laws may be amended or repealed by a two-thirds (2/3) vote of the members present and voting at a duly called meeting of the Board, with a quorum present, and with notice beforehand which sets forth the amendments under consideration. The notice shall set forth the entire section or article to be amended as well as the proposed amendments.
ARTICLE X PROCEDURE AT MEETINGS
The Rules of Procedure which shall govern all meetings of the Board shall be those permitted in the current edition of Robert’s Rules of Order. The Chairperson may appoint a parliamentarian to make procedural rules in accordance with Robert’s Rules of Order.
ARTICLE XI EXECUTIVE DIRECTOR
The Board shall employ an Executive Director and establish the duties of the Executive Director using Ohio Revised Code Section 340.04 and other related sections of the code as a guide.
The Board acting as a body is responsible for the recruitment, selection and removal of the Executive Director. The Board will carry out this responsibility in a consistent, legal, organized, clear and fair manner. As stated in previous sections of these by-laws (Article V; Section 7), the Executive/Personnel Committee shall act as the Executive Director Search committee.
The Executive Director shall act on behalf of the Board in the performance of its administrative duties as provided in Ohio Revised Code Section 340.032
ARTICLE XII CONFLICT OF INTEREST
Pursuant to Chapter 340.02, no member or employee of the Board shall serve as a member of the board of any agency with which to the Board has entered into a contract for the provision of services or facilities.
No member of the Board shall be an employee of any agency with which the Board has entered into a contract for the provision of services or facilities.
In addition to and subject to applicable state law and administrative codes, no person shall serve as a member of the board whose spouse, child, parent, brother, sister, grandchild, stepparent, stepchild, stepbrother, stepsister, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, serves as a member of the board of any agency with which the Board has entered into a contract for the provision of services or facilities. No person shall serve as a member or employee of the board whose spouse, child, parent, brother, sister, stepparent, stepchild, stepbrother, stepsister, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, serves as a Darke, Miami or Shelby County Commissioner.
A member having a conflict of interest on a matter before the Board should abstain from said vote on the matter and shall state the reasons for the abstentions for the record.
A member must disclose any political affiliation activity that could become a conflict of interest in fulfilling the member’s duties as a public official.
ARTICLE XIII INDEMNIFICATION OF BOARD MEMBERS AND EMPLOYEES
In the event that insurance procured by the Board, insuring Board members or employees of the Board against liability arising from the performance of their official duties, is unavailable, or the amounts the Board has procured (or is able to procure), is insufficient to cover the amount of any claim, and to the extent that the Board member or employee is not otherwise immune from liability pursuant to Ohio Revised Code 340.03(D), the Board shall indemnify a current or former Board member or employee (hereinafter “Board Representative”):
a. Against judgments, decrees, and amounts paid in settlement (if approved by attorneys for the Board), in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to which the Board representative is or was a party, for any action or inaction in the Board representative’s capacity as a Board member or employee or at the request of the Board, whether or not the action or inaction is expressly authorized by the Ohio Revised Code, if the Board representative acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Board and only if such action or failure to act did not constitute willful misconduct, fraud, or gross negligence, and with respect to any criminal action or proceeding, had no reason to believe the conduct was unlawful; and
b. Against any expenses, including attorneys' fees, the Board representative actually and reasonably incurred as a result of a suit or other proceeding involving the defense of any action or inaction in the Board representative’s capacity as the Board member or employee or at the request of the Board, or in defense of any claim, issue, or matter raised in connection with the defense of such action or inaction, to the extent that the Board member or employee is successful on the merits or otherwise.
The termination of any action, suit, or proceeding by judgment, order, or settlement, shall not, in itself, create any presumption that the Board representative did not act in good faith and in a manner that the Board representative reasonably believed to be in or not opposed to the best interest of the Board.
The termination of any action, suit, or proceeding by judgment, order, or settlement, shall not, in itself, create any presumption that the Board representative was not successful on the merits or otherwise.
The fact that a Board representative is sued in a personal capacity shall not, in itself, create any presumption that the Board representative was acting outside the performance of his or her official duties.
This right of indemnification shall continue as to a person who has ceased to be a Board member or employee to the extent the indemnification is in connection with any action or inaction in that person’s capacity as a Board member or employee, and shall inure to the benefit of the heirs, executors, and administrators of such person.
The foregoing indemnification shall not be deemed exclusive of other rights to which a Board representative may be entitled.
ARTICLE XIV CONFLICTING PROVISIONS
In the event any of the provisions herein conflict with any Federal, State or Local laws, regulations or ordinances, then such laws, regulations or ordinances shall take precedence and be applied.
ARTICLE I NAME
The name of the Board shall be the Tri-County Board of Recovery & Mental Health Services.
ARTICLE II AREA OF JURISDICTION
The Board has jurisdiction over the Counties of Darke, Miami, and Shelby, Ohio.
ARTICLE III BOARD MEMBERS AND PRIMARY DUTIES
Section 1. The Board shall consist of eighteen (18) members.
Section 2. The primary duties of members of the Board shall include, but not be limited to the planning, funding and evaluating of community mental health and substance abuse services as provided for in Chapter 340 and other related sections of the Ohio Revised and Administrative Code.
Section 3. A member may resign by tendering a resignation to the appointing authority with a copy to the Executive Director of the Board. The Executive Director shall notify the remaining members of the resignation of the member.
Section 4. When a Board vacancy occurs, the Rules/Nominating Committee shall present proposed candidate(s) to the Board for consideration for Board membership.
Section 5. The members shall actively participate in the solicitation and procurement of local funds for the support and operation of the Board and its program.
Article IV Officers And Duties
Section 1. The officers of the Board shall be the Chairperson and the Vice-Chairperson, each to serve for a term of one (1) year.
Section 2. The Rules/Nominating Committee shall annually present a slate of candidates for consideration by the Board; the Committee will present the slate as a first reading at the May Board meeting with the Board voting on the slate at the June Board meeting; the committee shall also nominate for the Board’s consideration a replacement to fill any office which has become vacant prior to the expiration of the term.
Section 3. Officers shall hold offices from July 1st to June 30th or until their successors are elected.
Section 4. The Board may remove any officer at any time, with or without cause, by a majority vote. The Board shall fill any officer vacancy occurring from whatever cause.
Section 5. The Chairperson shall preside at all meetings of the Board and Executive Committee. The Chairperson shall be an ex-officio member of all committees of the Board, with the exception of the Rules/Nominating Committee. The Chairperson may, together with the Executive Director, sign contracts, certificates, or other such documents as may be approved by the Board and perform generally all the duties incident to the office, and such further and other duties as may be from time to time required of him/her by the Board. The Chairperson may designate the Vice-Chairperson to sit in the place of the Chairperson upon any committee.
Section 6. The Vice-Chairperson shall perform the duties of the Chairperson during the absence of the Chairperson or the inability of the Chairperson to discharge the duties of office and shall perform such other duties as the Board may, from time to time, direct. In case both the Chairperson and the Vice-Chairperson are absent or unable to perform the duties, the Board may appoint a Chairperson Pro Tempore.
Section 7. The Chairperson shall appoint a member of the Board to serve as Secretary at a meeting of the Board, or the Executive Committee, for the purpose of supervising the taking of the minutes of the meeting. A person so appointed shall serve only during such a meeting, however, and shall not be either a permanent officer of the Board or a member of the Executive Committee.
ARTICLE V COMMITTEES
Section 1. The standing committees of the Board shall be: Executive/Personnel Committee, Planning Committee, Finance Committee, Rules/Nominating Committee, and Community Relations Committee.
Section 2. Board members shall volunteer to serve on at least two standing committees. Those members appointed by the Ohio Department of Mental Health and Ohio Department of Alcohol and Drug Addiction Services shall serve on the Planning Committee. Committee Chairs are selected by each committee by majority vote of that committee.
Section 3. The Board, by resolution, may provide for the appointment of such committees of members and/or persons who are not members, as it may deem desirable for the proper administration and operation of the Board, and may assign to such committees such powers and duties as it may determine to be appropriate. The Board, in the exercise of the power to appoint committees composed of Board members and non-Board members, shall be mindful of the fact that only the Board itself can exercise its statutory duties. The committees contemplated by this section shall be in addition to the standing committees of the Board.
Section 4. With the exception of the Chairperson, every Board member shall serve on at least two standing committees. An effort shall be made to have all three (3) counties represented on each committee Members of standing committees shall serve from the time of their appointment for a period of one year, or until their term on the Board expires.
Section 5. The Board shall act upon matters of policy only after hearing from the committee with jurisdiction over the policy matter. All policies adopted by the Board shall be binding until rescinded or amended by the same procedure necessary to adopt them.
Section 6. The Chairperson, with the approval of the Board, may appoint any other special committee to carry out a special function. Such committees shall cease to exist after their special function has been performed and reported to the Board.
Section 7. The Executive/Personnel Committee shall be composed of the Chairperson, Vice-Chairperson, and the Chairpersons of each of the standing committees. The Executive Committee shall perform an annual evaluation on or about the end of each fiscal year of the manner in which the Executive Director has performed the duties and responsibilities which have been assigned to him by the Board as well as those imposed upon him by law.
The Executive/Personnel Committee shall be responsible for reviewing and recommending to the Board all matter of personnel practices which come under the jurisdiction of the Board. This committee, among other duties, shall:
a. serve as the Executive Director Search Committee and will accept applications, interview candidates, and recommend to the Board an Executive Director when that position is vacant.
b. review and recommend compensation and terms for the vacant Executive Director position.
c. work with the Executive Director to recommend to the Board the establishment of positions and qualifications for Board staff.
d. work with the Executive Director to propose and recommend to the Board personnel policies and practices pertinent to Board employees, including salary schedules.
Section 8. The Planning Committee shall be composed of at least the members appointed by the Ohio Department of Mental Health and those appointed by the Ohio Department of Alcohol and Drug Addiction Services as well as two members appointed by the Board (Ohio Revised Code 340.022).
The Planning Committee shall be responsible for making recommendations to the full Board related to the planning and evaluation of alcohol, drug addiction and mental health services, shall study community needs, develop and recommend program priorities, develop and recommend policies for evaluating contracted services, review program compliance audits of contracted services and initiate long-range planning to include principles, goals and strategies for the Board's direction, and review and recommend to the Board for approval the Community Plans required by the Ohio Department of Mental Health and the Ohio Department of Alcohol and Drug Addiction Services.
The Planning Committee shall also serve in the role of the Standing Committee on Alcohol and Drug Addiction Services, which is required by Ohio Revised Code section 340.022.
Section 9. The Finance Committee shall be responsible for reviewing and recommending to the Board all matters pertaining to the financial operation of the Board and programs financed in total or in part by the Board. Among other duties, this committee shall:
a. annually review and recommend to the Board a budget for the operation of the Board and all participating agencies supported by the Board. In its budgetary recommendations to the Board, the committee shall keep in mind the program priorities recommended by the Planning Committee and the salary schedules recommended by the Executive/Personnel Committee.
b. review as needed, the financial policies, audit reports and management practices of the Board and all agencies supported in total or in part by the Board and make a report to the Board pertaining to the review.
c. periodically review all Board expenditures and present to the Board for approval.
Section 10. The Rules/Nominating Committee shall be responsible for the preparation of amendments to these By-Laws. This committee, among its other duties, shall:
a. review and recommend to the Board any amendments to these By-Laws as needed.
b. review and recommend to the Board policies.
c. annually present a slate of candidates for consideration by the Board; the slate of officers will be presented to the Board at the May Board meeting; the Board may consider additional nominations from the floor; the Board will vote on the slate of officers at the June Board meeting. The Committee shall also nominate for the Board’s consideration a replacement to fill any office which has become vacant prior to the expiration of the term.
d. when a Board vacancy occurs, the Rules/Nominating Committee shall present proposed candidate (s) to the Board for consideration for Board membership. Those candidates selected by the Board shall be forwarded to the proper appointing authority for consideration for appointment to the Board.
Section 11. The Community Relations Committee shall, through the Board staff, be responsible for reviewing and recommending to the Board all matters concerning community relations. Among other duties, this committee shall:
a. review the present community relations programs of the Board.
b. study community relations programs of all agencies supported in total or in part by the Board.
c. propose and recommend to the Board alcohol, drug, and mental health education programs in cooperation with the service programs in agencies under the jurisdiction of the Board.
d. propose and recommend to the Board specific community relations programs.
e. gather feedback from the community to determine if alcohol, drug, and mental health needs are being met.
f. recommend to the Board priorities in establishing new community relations programs.
g. develop plans for a levy campaign including formation of a campaign committee representing all three counties and including other representatives from providers and the community.
Section 12. Quorum for committees shall be attendance by at least 2 Board members.
ARTICLE VI. MEETINGS OF THE BOARD
Section 1. The Board shall hold regular meetings each month except August and December. The time and place of the meeting shall be determined by the Board. The Board may dispense with any other regular meeting by majority vote.
Section 2. There will be an annual meeting of the Board. This meeting should be held in October, but it may be at such other time as the Chairperson may determine.
Section 3. A special meeting may be called by the Chairperson or by any three (3) Board members, provided that the Sunshine Law required notice states the purpose, time, and place of the meeting. No business may be transacted at a special meeting except that which is stated in the notice of the meeting.
Section 4. Written notice of the time and place of each regular, annual, or special meeting of the Board shall be mailed to each member at the member’s last given address at least five (5) days prior to the date of such meeting. In the event that there is not sufficient time between the call for a meeting and the meeting, such notice may be delivered personally. In the event that reasonable efforts of personal notice are unsuccessful, notice may be given by registered mail and shall be complete upon mailing.
Section 5. A majority of the current members of the Board shall constitute a quorum provided all members have the notice of the meeting. Any action taken by a majority of the quorum constitutes formal action of the Board, except in the instances where these rules require more than a majority, in which case the specific requirement shall control. The presiding officer of the Board may elect to vote last.
ARTICLE VII MEETING ATTENDANCE & TRAINING REQUIREMENTS
Section 1. In order to fulfill the primary mission and goal of providing an efficient and effective system of mental health and substance abuse services for the Tri-County all Board members are encouraged and expected to actively participate to the fullest extent possible. As such, it is expected that Board members be in attendance at all regular and special meetings in order to contribute to Board business as a knowledgeable member. It is, of course, realized that Board members are volunteer citizens and from time to time may be faced with business, family, personal, health, and other scheduling conflicts which may interfere with this obligation.
Section 2. Annual attendance requirements: pursuant to section 340.02 of the Ohio Revised Code, upon the absence of a member within one year from either four (4) regular Board meetings or from two (2) regular Board meetings without prior notice, the Board shall notify the appointing authority, which may vacate the appointment and appoint another person to complete the member’s term.
Section 3. Annual in-service training requirements: furthermore, pursuant to section 340.02 of the Ohio Revised Code, each Board member shall attend at least one in-service training session provided or approved by the department of mental health or the department of alcohol and drug addiction services each fiscal year. The Executive Director shall schedule such training at least once annually and publish alternative training opportunities that meet the above requirements to each Board member.
Section 4. Appointing authority notification procedure: The Executive Director is responsible for keeping the above records on attendance and training requirements and forwarding such information periodically to the Executive/Personnel Committee for review. The annual period for purposes of this article is the fiscal year which begins July 1 and ends June 30 each year. In the event that a members fails to meet the minimum obligations as prescribed in the Ohio Revised Code section as specified above, the Executive/Personnel Committee, through the Chairman, shall contact such person, in writing, notifying the member of the requirement deficiency and request a response within fourteen (14) days regarding the circumstances and the members intent to continue as a Board member. Upon reviewing the response, the Executive/Personnel Committee shall forward a written report of the situation and the facts from the inquiry to the appointing authority that has the ultimate decision in this regard.
ARTICLE VIII BOARD FISCAL YEAR
The fiscal year of the Board shall be from July 1 of each year to June 30 of the following year.
ARTICLE IX AMENDMENTS
These By-Laws may be amended or repealed by a two-thirds (2/3) vote of the members present and voting at a duly called meeting of the Board, with a quorum present, and with notice beforehand which sets forth the amendments under consideration. The notice shall set forth the entire section or article to be amended as well as the proposed amendments.
ARTICLE X PROCEDURE AT MEETINGS
The Rules of Procedure which shall govern all meetings of the Board shall be those permitted in the current edition of Robert’s Rules of Order. The Chairperson may appoint a parliamentarian to make procedural rules in accordance with Robert’s Rules of Order.
ARTICLE XI EXECUTIVE DIRECTOR
The Board shall employ an Executive Director and establish the duties of the Executive Director using Ohio Revised Code Section 340.04 and other related sections of the code as a guide.
The Board acting as a body is responsible for the recruitment, selection and removal of the Executive Director. The Board will carry out this responsibility in a consistent, legal, organized, clear and fair manner. As stated in previous sections of these by-laws (Article V; Section 7), the Executive/Personnel Committee shall act as the Executive Director Search committee.
The Executive Director shall act on behalf of the Board in the performance of its administrative duties as provided in Ohio Revised Code Section 340.032
ARTICLE XII CONFLICT OF INTEREST
Pursuant to Chapter 340.02, no member or employee of the Board shall serve as a member of the board of any agency with which to the Board has entered into a contract for the provision of services or facilities.
No member of the Board shall be an employee of any agency with which the Board has entered into a contract for the provision of services or facilities.
In addition to and subject to applicable state law and administrative codes, no person shall serve as a member of the board whose spouse, child, parent, brother, sister, grandchild, stepparent, stepchild, stepbrother, stepsister, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, serves as a member of the board of any agency with which the Board has entered into a contract for the provision of services or facilities. No person shall serve as a member or employee of the board whose spouse, child, parent, brother, sister, stepparent, stepchild, stepbrother, stepsister, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, serves as a Darke, Miami or Shelby County Commissioner.
A member having a conflict of interest on a matter before the Board should abstain from said vote on the matter and shall state the reasons for the abstentions for the record.
A member must disclose any political affiliation activity that could become a conflict of interest in fulfilling the member’s duties as a public official.
ARTICLE XIII INDEMNIFICATION OF BOARD MEMBERS AND EMPLOYEES
In the event that insurance procured by the Board, insuring Board members or employees of the Board against liability arising from the performance of their official duties, is unavailable, or the amounts the Board has procured (or is able to procure), is insufficient to cover the amount of any claim, and to the extent that the Board member or employee is not otherwise immune from liability pursuant to Ohio Revised Code 340.03(D), the Board shall indemnify a current or former Board member or employee (hereinafter “Board Representative”):
a. Against judgments, decrees, and amounts paid in settlement (if approved by attorneys for the Board), in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to which the Board representative is or was a party, for any action or inaction in the Board representative’s capacity as a Board member or employee or at the request of the Board, whether or not the action or inaction is expressly authorized by the Ohio Revised Code, if the Board representative acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Board and only if such action or failure to act did not constitute willful misconduct, fraud, or gross negligence, and with respect to any criminal action or proceeding, had no reason to believe the conduct was unlawful; and
b. Against any expenses, including attorneys' fees, the Board representative actually and reasonably incurred as a result of a suit or other proceeding involving the defense of any action or inaction in the Board representative’s capacity as the Board member or employee or at the request of the Board, or in defense of any claim, issue, or matter raised in connection with the defense of such action or inaction, to the extent that the Board member or employee is successful on the merits or otherwise.
The termination of any action, suit, or proceeding by judgment, order, or settlement, shall not, in itself, create any presumption that the Board representative did not act in good faith and in a manner that the Board representative reasonably believed to be in or not opposed to the best interest of the Board.
The termination of any action, suit, or proceeding by judgment, order, or settlement, shall not, in itself, create any presumption that the Board representative was not successful on the merits or otherwise.
The fact that a Board representative is sued in a personal capacity shall not, in itself, create any presumption that the Board representative was acting outside the performance of his or her official duties.
This right of indemnification shall continue as to a person who has ceased to be a Board member or employee to the extent the indemnification is in connection with any action or inaction in that person’s capacity as a Board member or employee, and shall inure to the benefit of the heirs, executors, and administrators of such person.
The foregoing indemnification shall not be deemed exclusive of other rights to which a Board representative may be entitled.
ARTICLE XIV CONFLICTING PROVISIONS
In the event any of the provisions herein conflict with any Federal, State or Local laws, regulations or ordinances, then such laws, regulations or ordinances shall take precedence and be applied.
