BY-LAWS OF THE ASSOCIATION
Section 1. Name. The name of the organization shall be Mobile Health Clinics Association. The name may be, as appropriate in Association communications and literature, shortened to Mobile Healthcare Association or Association.
Section 1. Location. The location of the principal office of the Association shall be as determined by the Board of Directors who has the authority to relocate the office as the need arises.
ARTICLE III - PURPOSE
Section 1. Purpose. The Association shall be organized for charitable purposes as defined in Section 501(c)(3) of the Internal Revenue Code to promote access to health care through the use of mobile health clinics. The Association shall only have such powers as provided for by law and these bylaws as necessary to accomplish its stated purposes. The purposes, for which the Corporation is formed, and the business and objectives to be carried on and promoted by it are as follows:
- Provide guidance and research into the need for, design of, use of, and benefits, actual or potential, derived from the deployment of mobile health clinics.
- Publish the results of research, as well as guidance on the initiation of and development of mobile health clinic programs and such other educational materials as deemed of interest to the mobile health clinic and general health care communities.
- Partner with educational institutions or health care organizations in the furtherance of the educational needs, requirements and opportunities associated with mobile delivery of health care.
- Support and promote the mobile clinic sector through regional coalitions.
- Support the development of standards for the design, build and operation of mobile health clinics.
- Hold an annual conference whereby the mobile and general health care communities may meet to exchange construction, operational and clinical views and see examples of mobile healthcare assets, supplies and techniques.
- Encourage the international awareness and development of mobile healthcare delivery in all of its aspects.
- Provide such other services as determined by the Board to advance access to health care through mobile health clinics.
Section 2. Powers. Including but not limited to the following, the Association, through its Board of Directors, shall be empowered to:
- Purchase, own, sell, mortgage, or lease any interest in real and/or personal property.
- Construct, maintain, and operate improvements thereon necessary or incident to the accomplishment of its purposes.
- Borrow money and issue evidence of indebtedness in furtherance of any and all of the objectives of its business, and to secure the same by mortgage, pledge or other lien on the Association's property.
- In order to fulfill its purposes, the Association may apply for and receive grants and contributions from the public and private sectors, whether financial or 'in-kind' donations or allocations.
- The Association shall have such other and further powers as provided by law and determined by the Board of Directors.
Section 3. Operational Limitations. Notwithstanding any other provisions in these bylaws, the Association shall not carry on any other activities not permitted to be carried out by:
- an organization exempt from US Federal income tax under Section 501(c)(3) of the US internal revenue code of 1986 (or the corresponding provision from any future United States internal revenue law) or
- an organization, contributions to which are deductible under Section 170(c)(2) of the US internal revenue code of 1986 (or the corresponding provision of any future United States internal revenue law).
ARTICLE IV - MEMBERSHIP
Section 1. Membership. The Association shall have members. Membership is open to mobile health programs, healthcare providers, health related corporations, government entities, healthcare and related educational institutions, students, and other interested individuals. Membership shall include the following membership categories which shall compose the General Membership: corporate members, institutional members, individual members, student members and life members. Detailed requirements and benefits of each category of Membership shall be as determined from time to time by the Board of Directors.
Section 2. Dues. The Board of Directors shall establish annual dues for all membership classifications.
Section 3. Rights of Members. Members have the right to nominate candidates for the Board of Directors and attend the annual membership meeting. Individual members, institutional members, student members and Association corporate members are entitled to one vote for Board of Director vacancies at the annual meeting. The vote shall be conducted by a 'show of hands' at the business section of the annual meeting. Members must be present to vote; no provision for proxy voting will be made. All members will receive information about Board of Director candidates thirty days prior to the annual meeting.
Section 4. Annual Meeting. The Board of Directors shall designate the date, time, and location of the Annual Meeting. All members will receive notice of the meeting ninety (90) days prior to the meeting. At the annual meeting, the members shall elect Directors, receive reports on the activities of the Association, and discuss the present and future directions of the Association. The Board of Directors shall hold one of its meetings in conjunction with the Annual Meeting.
Section 5. Resignation and Termination. Any member may resign by submitting their resignation in writing to the Executive Director. A member can have their membership terminated by a majority vote of the Board of Directors.
ARTICLE V - BOARD OF DIRECTORS
Section 1. Directors. The Board shall consist of no less than three (3) and no more than eleven (11) Directors. The Directors will receive no compensation for fulfilling their duties other than reasonable expense reimbursement. Directors must be at least 18 years of age. No Director shall be an employee of the Association nor have a first - degree relative who is an employee of the Association.
Section 2. Term and Term Limitation. Directors shall be elected to three-year terms or until a successor is appointed if a term is incomplete. All terms shall be staggered to assure that no more than one third of Directors shall have terms expiring in any given year. Directors may serve no more than two (2) consecutive full terms. A full term is considered three (3) years. If upon completion of the initial three-year term a successor is not appointed, a Director will be deemed to have started their second three-year term. Notwithstanding anything in this Section 2 to the contrary, a Director who has not served in the past one (1) year may be elected to two (2) more consecutive terms. Any present or former President and Chair, Vice-Chair, Secretary, Treasurer, and Immediate past Chair may serve a third consecutive term without leaving the Board of Directors regardless of new position to be held.
Section 3. Removal of Members of Board of Directors.
- With Cause Removal. Any Director may be removed from office or from Board membership with cause upon the affirmative vote of two-thirds of the members of the Board of Directors. Among other reasons, three (3) or more unexcused absences from scheduled board meetings, shall be grounds for with-cause removal.
- Without Cause Removal/Resignation. If a Director wishes to resign, they must submit their resignation in writing to the Board Secretary. Their resignation shall be effective five (5)_ days from submission of their resignation. There is no right to remove a Director without cause.
Section 4. Vacancies.When a vacancy on the Board occurs prior to the annual meeting, nominations for interim Directors shall be submitted by the Nominating Committee Chair to the Secretary at least two (2) weeks in advance of the Board meeting at which such action is to be decided. A proposed interim Director's profile shall be circulated to active Directors who will vote by email on acceptance or rejection. A successful interim Director shall serve until the next annual meeting. All Board vacancies will be filled at the annual meeting. If elected, the interim Director shall begin a new term at the annual meeting, however, Directors filling a Board vacancy are not deemed to have fulfilled a full first term during their interim service. Accordingly, such Directors could serve more than six total years as a Director.
Section 5. Election of New Board Members. Directors shall be elected by the general members. Prior to any election, the vacancies shall be announced to the members. Persons interested in filling the seat(s) shall complete and submit an application to the Nominating Committee. Candidate profiles will be sent to all members thirty (30) days prior to the annual meeting by the Nominating Committee.
Section 6. Powers of the Board of Directors. All of the powers and authority of the Association shall be vested in and exercised by the Board of Directors, except as limited by law or by these Bylaws. The Board of Directors shall have the power to: select Directors when a vacancy occurs prior to the annual meeting, remove Directors of the Association, as referenced in Article V section 3, establish compensation guidelines for staff, change the location of the principal office, select and dismiss the Executive Director, create and serve on Committees, approve the time and place of the annual meeting, and approve policies and procedures. This list is not inclusive.
ARTICLE VI - OFFICERS
Section 1. Principal Officers. The principal Officers and Executive Committee of the Association shall be: President and Chair, Vice-Chair, Secretary, Treasurer, and Immediate past Chair. The Officers shall be elected by the Directors at the Board Meeting immediately following the annual meeting. Their term shall begin at the meeting at which they are elected. All officers shall serve two (2) year terms or until a successor is appointed. The offices of Secretary and Treasurer may be held by the same person. The Executive Committee shall undertake the day-to-day and general operation of the Association in conjunction with the Executive Director without the need to refer to the full Board for operational approvals.
Section 2. President and Chair. The President of Mobile Healthcare Association shall:
- Administer the affairs of Mobile Healthcare Association with the concurrence of the Board of Directors;
- Serve as chairperson at all General Membership meetings and Board of Directors meetings.
- Establish Mobile Healthcare Association Committees and make Committee appointments as provide by bylaw Article VII.
- Sign, in conjunction with the Treasurer, all contracts and documents of the Association when duly authorize by the Board of Directors or the General Membership.
- Be an ex-officio member of all Committees
- Submit a written report to the General Membership at the annual general meeting.
- Perform other responsibilities assigned by the Board of Directors.
Section 3. Vice-Chair.The Vice-Chair shall:
- Preside over Board Meetings during the absence or disability of the Chair.
- Chair committees and advisory groups as designated by the Board.
- Perform other responsibilities assigned by the Board of Directors.
Section 3. Immediate Past President and Chair. The Immediate Past President and Chair shall:
- be a member of the Association Executive Committee and provide continuity of governance advice to the Association.
- perform other responsibilities assigned by the Board of Directors.
Section 5. Secretary. The Secretary of the Mobile Healthcare Association shall:
- give proper notice of all Mobile Healthcare Association meetings.
- ensure that minutes of meetings of the General Membership and the Board of Directors are taken.
- maintain custody of all Mobile Healthcare Association records.
- perform other responsibilities assigned by the Board of Directors or the President.
Section 6. Treasurer. The Treasurer of Mobile Healthcare Association shall:
- maintain full and accurate accounts of receipts and disbursements of MHA, with the accounts being maintained at the Association office to the extent approved by the Treasurer and in accordance with the financial policies of MHA.
- oversee the preparation of the financial statements on a monthly basis, with additional statements being prepared as directed by the Board of Directors;
- sign, along with the Association President and Chair, all contracts and documents on behalf of the Association as authorized by the Board of Directors or General Membership.
- in accordance with the financial policies of MHA, and in conjunction with the chair of the Finance Committee secure an independent audit if required, of the financial accounts and transactions of MHA.
- assist the Board of Directors and the Finance Committee in reviewing a proposed annual budget for MHA.
- perform other responsibilities assigned by the Board of Directors or the President.
Section 1. Designation of Committees. The Chair of the Board shall establish committees as the business or purposes of the Association require. The membership, duties, and duration of the committees will be determined by the Chair. The Chair shall appoint all committee chairs. Committee chairs must be members of the Board of Directors. There shall be four standing committees - Executive, Personnel, Nominating, and Finance. There will also be a Committee formed each year to affect the organizational activities specific to the Annual Conference.
Section 2. Meetings.The committee chairs shall determine the date and time of their respective committee meetings with the exception of the Finance Committee, which will meet before each regularly scheduled Board meeting. The committee chairs shall report their activities and recommendations at Board meetings. Meetings may be held by conference call or any other electronic means.
Section 3. Executive Committee. The Officers are the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws which they do not have, the Executive Committee shall have all of the powers of the Board of Directors in the time between Board meetings to ensure day-to-day governance of the Association, but all Executive Committee actions are subject to the formal vote and approval of the Board of Directors.
Section 4. Finance Committee.The Treasurer shall be a member of, but not Chair, of the Finance Committee. The Chair of the Finance Committee shall be selected from the Board of Directors. The Finance Committee is responsible for reviewing the monthly financial status of the organization, developing and reviewing fiscal policies and procedures, assisting in developing a fundraising plan, and aiding in the development of the annual budget. The Board of Directors shall approve the annual budget. The financial records of the Association are public information and shall be made available upon written request.
Section 4. Personnel Committee.The Personnel Committee shall review and recommend (to the Board for approval) the wage scale, personnel policies and procedures, personnel manual, and operate as a grievance committee for all employees.
Section 5. Nominating Committee. The Immediate Past Chair of the Board of Directors is Chair of the Nominating Committee. The Nominating Committee shall review nomination applications for potential new Directors and recommend candidates to the Board of Directors.
Section 1. Regular Meetings. The Board shall meet quarterly at an agreed upon date, time, and place. Meetings may be held by conference call or any other electronic means.
Section 2. Special Meetings.Special meetings of the Board shall be called upon the request of the Chair or one-third vote of the Board. Notices of special meetings shall be sent out by the Secretary to each Director at least one (1) week in advance.
Section 3. Consent to Action. Any action required by law or these Bylaws to be taken at a meeting of the Directors, may be taken without a formal meeting, if consented to in an electronic or other writing, and which sets forth the actions to be taken and is signed by three-fourths of the Directors in the case of an amendment to the Bylaws and by a simple majority in all other cases. The consent shall be filed with the Board meeting minutes and shall have the same effect as a vote.
Section 4. Quorum. A simple majority of the Board of Directors shall constitute a quorum for the transaction of business. Unless specifically set forth in these Bylaws, all actions shall be taken by a majority of those Directors in attendance. In the absence of a quorum, the presiding officer or the majority of the Board of Directors present may adjourn the meeting without further notice until a quorum is obtained.
ARTICLE IX-EXECUTIVE DIRECTOR
Section 1. Executive Director. The Executive Director shall be appointed by a majority vote of the Board of Directors for a term and with compensation as the Board decides. The Executive Director shall be charged with the day to day control and management of professional and business affairs of the Association, including hiring, supervising, and directing of the Association staff , the development and maintenance of services of the Association in the fulfillment of the aims and purposes; the promotion of mutually satisfactory relations with community organization and the general public; representation of the Association in professional and business affairs of the Association as well as the performance of other duties that the Board of Directors may from time to time properly require; subject however, to and within the policies prescribed by the Board of Directors.
Section 2. Contractual Agreement.A contractual agreement between the Board and Executive Director shall be written and executed.
The Contractual Agreement shall contain at a minimum: the terms of the agreement, a general outline of the scope and duties of the position, the remuneration, if any, for the position, the review periods for assessing accomplishments and remuneration, agreement renewal process and timelines, resignation periods and termination periods and process.
Section 1. Contracts and other Writings. Except as otherwise provided by resolution of the Board of Directors or Board Policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the Association shall be executed on its behalf by the President and Chair, Treasurer and or other persons to whom the Association has delegated explicit authority to execute such documents in accordance with policies approved by the Board.
Section 2. Checks, Drafts and Similar Financial Instruments. All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents, of the Association and in such manner as shall from time to time be determined by Resolution of the Board.