BY-LAWS OF THE MOBILE HEALTH CLINICS ASSOCIATION
ARTICLE I - NAME
Section 1. Name. The name of the organization shall be Mobile Health Clinics Association.
Section 1. Location. The location of the principal office of the corporation shall be in San Francisco, California. The Board of Directors has the authority to relocate the office to another locale.
Section 1. Purpose. The corporation shall be organized for charitable purposes to promote access to health care through the use of mobile health clinics. The corporation shall only have such powers as provided for by law and necessary to accomplish its stated purposes. Included within its powers, but not limited to, the corporation shall be empowered to: (a) purchase, own, sell, mortgage, or lease any interest in real estate and personal property; (b) construct, maintain, and operate improvements thereon necessary or incident to the accomplishment of its purposes; (c) borrow money and issue evidence of indebtedness in furtherance of any and all of the objects of its business, and to secure the same by mortgage, pledge or other lien on the corporation’s property; (d) in the event of the dissolution of the corporation or other liquidation of its assets, the corporation’s property shall not be conveyed to another non-profit(s) whose purpose is similar to those of the corporation; and (e) the corporation shall have such other and further powers as provided by law.
Section 2. Private Foundation Limitations. In accordance with the Internal Revenue Service Code, the corporation will: (a) distribute its income for each tax year at a time and in a manner as not to become subject to the tax on undistributed income; (b) not engage in any act of self-dealing; (c) not retain any excess business holdings; (d) not make any investments in a manner as to subject it to tax; and the corporation will not make any taxable expenditures.
ARTICLE IV - MEMBERSHIP
Section 1. Membership. The organization shall have members. Membership is open to mobile health programs, healthcare providers, health related corporations, government entities, students, and interested individuals.
Section 2. Dues. The Board of Directors shall establish annual dues and 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 and Organization members are entitled to one vote for Board of Director vacancies at the annual meeting. The vote shall be conducted by ballot. 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 corporation, and discuss the direction of the association.
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 membership.
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 expenses. Board members must be at least 18 years of age. No board member shall be an employee of the corporation nor have a first degree relative who is an employee of the corporation.
Section 2. Term. Board members shall be elected to three year terms or until a successor is appointed. All terms are staggered to assure that no more than one third of members shall have terms expiring in any given year.
Section 3. Removal of Board Members. Any member of the Board of Directors may be removed from office or from Board membership with or without cause upon affirmation vote of two-thirds of the members of the Board. A Board member who has three or more unexcused absences may be removed from the Board.
Section 4. Vacancies. If a Board member wishes to resign, they must submit their resignation in writing to the Board Secretary. When a vacancy on the Board occurs prior to the annual meeting, nominations for temporary Board members shall be submitted by the Nominating Committee to the Secretary at least two weeks in advance of the Board meeting at which such action is to be decided. The temporary Board member shall serve until the annual meeting. All Board vacancies will be filled at the annual meeting.
Section 5. Election of New Board Members. Directors shall be elected by the 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 corporation shall be vested in and exercised by the Board of Directors, except as limited by law or these By-laws. The Board of Directors shall have the power to: select Board Officers when a vacancy occurs prior to the annual meeting, remove Directors of the corporation, establish compensation guidelines, change the location of the principal office, select and dismiss the Executive Director, create committees, approve the time and place of the annual meeting, and approve policies and procedures.
ARTICLE VI - OFFICERS
Section 1. Principal Officers. The principal Officers of the corporation shall be: Chair, President, Vice-Chair, Secretary, and Treasurer. The Officers shall be elected by the Board at the Board Meeting following the annual meeting. Their term shall begin at the meeting at which they are elected. All officers shall serve one year terms or until a successor is appointed. The offices of Secretary and Treasurer may be held by the same person.
Section 2. Chair. The Chair shall be the general officer of the corporation. The Chair shall preside at all regularly scheduled meetings of the Board of Directors.
Section 3. President. The President shall preside over the annual membership meeting and act as liaison between the Executive Director and the Board and also between the Board of Directors and the membership.
Section 4. Vice-Chair. During the absence or disability of the Chair the Vice-Chair will preside over Board meetings. The Vice-Chair shall chair committees and advisory groups as designated by the Board.
Section 5. Secretary. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, participating in election activities, distributing copies of minutes and the agenda to each Board member, maintaining all Board correspondence, and assuring that corporate records are maintained.
Section 6. Treasurer. The Treasurer shall chair the Finance Committee, make a financial report at quarterly Board meetings, assist with the preparation of the budget, aid in fundraising plans, and make financial information available to Board members and the public.
Section 1. Designation of Committees. The Chair of the Board shall establish committees as the business or purposes of the corporation 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. There shall be four standing committees - Executive, Personnel, Nominating, and Finance.
Section 2. Meetings. The committee chairs shall determine the date and time of the 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, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 4. Finance Committee. The Treasurer is Chair of the Finance Committee. 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 must approve the annual budget. Any major change in the budget (with an impact above 5% of the total budget) must be approved by the Board or Executive Committee. The financial records of the corporation 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 President 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. The meetings are open to the public except closed door sessions involving personnel, legal matters, etc.
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 Board member at least one week in advance.
Section 3. Consent to Action. Any action required by law to be taken at a meeting of the Directors may be taken without a meeting if consent in writing, electronically or otherwise, setting forth the actions to be taken, is signed by all of the Directors. The consent will be filed with the Board meeting minutes and shall have the same effect as a vote.
Section 4. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business. 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 held.
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 control and management of professional and business affairs of the corporation, including hiring, supervising, and direction of the staff of the corporation, the development and maintenance of services of the corporation in the fulfillment of the aims and purposes; the promotion of mutually satisfactory relations with community organization and the general public; representation of the corporation in professional and business affairs of the corporation 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. A contractual agreement between the Board and Executive Director will be written and executed.
ARTICLE X - AMENDMENTS
Section 1. Amendments. These By-laws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.