Restated Bylaws of The Hennepin County Children’s Mental Health Collaborative (HCCMHC)
Article 1 — Directors (The Governance Group)
Section 1 — Purpose: The Governance Group will be the legal authority of the HCCMHC and will implement the goals and objectives as outlined in the annual work plan/budget created each year by the Governance Group. This group will assume the statutorily mandated duties of the Local Coordinating Council and the Local Advisory Council. The Governance Group will have oversight responsibility for the Collaborative’s Integrated Fund and the development and implementation of an integrated service system based on evidence-based and culturally competent services.
Section 2 — General Powers: The business and affairs of the HCCMHC shall be managed by or under the direction of the HCCMHC Governance Group.
Section 3 — Voting members: the voting members of the Governance Group shall consist of the following 18 members:
- One representative each from the Minneapolis School District, the suburban school districts, the St. Anthony-New Brighton School District, the Anoka-Hennepin School District, and Intermediate School District 287;
- Two representatives from Hennepin County’s Human Services and Public Health Department, including one from the Children’s Mental Health services;
- One Hennepin County Corrections representative;
- One Hennepin County Board or Administration representative;
- Two representatives from the Parent Leadership Group;
- Three representatives from a Hennepin County contracted mental health agency;
- One representative from a health plan;
- Up to three at-large representatives.
Section 4 — Alternates: Each voting member shall appoint an alternate to the Governance Group. Alternates will have full voting privileges in the absence of the designated voting member.
Section 5 — Non-voting members: The Governance Group may add additional non-voting members to the group, on a time-limited or permanent basis, as needed.
Section 6 — Selection of voting member representatives: All identified stakeholders who hold voting seats, shall each appoint their own representatives to the Governance Group. The HCCMHC Executive Committee, with approval of the Governance Group, will appoint the three at – large voting member seats.
Section 7 — Terms of appointment: All identified stakeholders who hold voting seats shall each determine the length of the term for their representative and alternate. At-large representatives shall serve two year staggered terms, with terms ending on December 31 of the appropriate year. At-large voting members may be reappointed to consecutive terms based on the nomination process.
Section 8 — Quorum/Voting: Not less than one-third of the voting members shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the voting members present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the voting members present may continue to transact business until adjournment even though the withdrawal of a number of voting members originally present leaves less than the number otherwise required for a quorum.
Section 9 — Vacancies: Any vacancy occurring among voting members by reason of death, resignation, or otherwise, may be filled by the appointing stakeholder partner.
Section 10 — Removals: Any member may be recommended to their appointing body for removal with cause at any time by 51% affirmative vote of the Governance Group. Cause shall be defined as missing 3 or more meetings or interfering with the purpose of the HCCMHC.
Article 2 — Meetings
Section 1 — Meetings: The Governance Group may determine and hold its meetings as it may. The meetings shall be held at any place within or without the State of Minnesota that the Governance Group may designate. The HCCMHC Chair or a group of 3 Governance voting members may call a special Governance meeting.
Section 2 — Notice: Notice of Governance Group meetings shall be made by giving forty-eight (48) hours oral notice or seven days (7) days written notice to all voting members of the date, time, and place of the meeting. The notice need not state the purpose of the meeting, unless otherwise required by law or these Bylaws. Oral notice may be given by telephone or in person. Written notice may be given by mail, facsimile transmission, telegram, electronic mail, text or may be delivered to the address maintained for each representative in the records of the Governance group. If a meeting schedule is adopted by the Governance Group, or if the date and time of the Board meeting has been announced at a previous Board meeting, no notice is required.
Section 3 — Waiver of Notice: A voting member may waive notice of any meeting before, at, or after the meeting, in writing, orally, or by attendance. Attendance at a meeting by a voting member is a waiver of notice of that meeting unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.
Section 4 — Electronic Conference Meetings: A conference among voting members, or among members of any standing or ad hoc committee designated by the Governance Group, by any means of communication through which the participants may simultaneously hear each other during the conference, constitutes a meeting of the Governance Group or the committee, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at the meeting. Participation in a meeting by such means constitutes personal presence at the meeting.
Section 5 — Compensation: Voting and nonvoting members shall receive no compensation for their services as Governance members, but may be reimbursed for reasonable expenses as documented in the annual approved work plan or budget. Nothing herein shall be construed to preclude any voting member from serving the HCCMHC in any other capacity and receiving proper compensation therefore.
Article 3 — Officers
Section 1 — Chair: The Governance Group shall elect a Chair from the voting members to serve one two-year term. The Chair shall be selected by a quorum vote of the Governance Group.
Section 2 — Duties: The Chair shall have the following responsibilities:
- Convene and facilitate meetings;
- Sign documents as needed;
- Communicate regularly with the HCCMHC Coordinator, the Chairs of the Parent Leadership Group, and members of the HCCMHC Executive Committee;
- Perform other duties deemed necessary by the Governance Group.
Section 3 — Removal of the Chair: The Chair may be removed by a majority vote of the Governance Group whenever, in its judgment, the best interests of the Governance Group would be served thereby.
Section 4 — Resignation: The Chair may resign at any time by giving written notice to the HCCMHC. The resignation is effective without acceptance when notice is given to the HCCMHC, unless a later date is specified in the notice. The governing body will then appoint the new chair.
Section 5 — Other Officers: Any other officers appointed by the Governance Group shall perform such duties and be responsible for such functions as the Governance Group may prescribe.
Section 6 — Delegation: Unless prohibited by a resolution by the Governance Group, the Chair elected or appointed by the Board may delegate in writing some or all of the duties and powers of his or her office to other persons, and should include the length of time delegation is effective.
Article 4 — Committees
Section 1 — Executive Committee: The Executive Committee shall be comprised of the Collaborative Chair, a Parent rep, a Provider rep, a School rep, a county rep and an insurance provider rep. The Chair serves both as Chair and as the rep for the mandated stakeholder they represent. All members of the Executive Committee shall also be active voting members of the HCCMHC. Except for the power to amend the Bylaws or removing a member or officer, the Executive Committee shall have all the powers and authority of the HCCMHC in the intervals between meetings of the HCCMHC, subject to the direction and control of the HCCMHC. Any actions taken by the Executive Committee shall be presented to the full Council for review, at its next regularly scheduled meeting. The Executive Committee shall also set the times and dates of its meetings and can meet at least once a month during the months when the HCCMHC does not have a regularly scheduled meeting. The Executive Committee shall maintain minutes of each meeting. All meetings will be open meetings. Additionally, the Executive Committee shall perform the following functions, subject to review of the HCCMHC at its Governance meetings:
- Prepare, set priorities and assure the implementation of annual work plan and budget;
- Provide financial oversight of HCCMHC activities, including review of county financial reports and the HCCMHC budget, and any reports of the financial status of the HCCMHC at regularly scheduled HCCMHC meetings.
Section 2 — Other Committees: The Governance Group may also, from time to time, appoint such other committees as it may deem proper, and may prescribe the functions and membership of such other committees.
Article 5 – Finances
Section 1 — Fiscal Agent: Hennepin County or any designated community agency contracted with, shall act as the fiscal agent for the HCCMHC. The Parent Leadership Group may elect to use its own fiscal agent to disburse any funds allocated by the Collaborative, and for other funds.
Section 2 — Duties: The fiscal agent shall be responsible for all contractual compensation and expense reimbursement hired by the Governance Group and for any other fiscal services as required.
Section 3 — Execution of Instruments: The fiscal agent shall authorize all notes, checks, drafts, contracts and other instruments executed on behalf of the HCCMHC. The fiscal agent shall use generally accepted accounting and auditing principles.
Section 4 — Dues, Contributions, Grants or Gifts: Any dues, contributions, grants, bequests or gifts made to the HCCMHC shall be accepted or collected only as authorized by the Governance Group into the Integrated Fund or into the Parent Leadership Group account as appropriate. The Integrated Fund shall be under the direct control and administration of the Governance Group. The members agree that once the fiscal agent distributes funds from the Integrated Fund to one of the Partners, the individual stakeholder partner will administer those funds, but the funds will still be subject to the Governance Group approved plan submitted by the individual stakeholder partner.
Section 5 — Reports: The fiscal agent shall prepare reports as needed for the Chair of the Governance Group and others as requested.
Section 6 — Fiscal year: The fiscal year of the HCCMHC shall be January 1 – December 31 of each calendar year, with budgeting practices taking into consideration the annual school year of 7/1 – 6/30.
Section 7 — Audit: The financial records of the HCCMHC will be part of the annual audit conducted by the fiscal agent. Additional audits may be performed, at the Governance Group’s expense as directed by the Governance Group.
Article 6 — Indemnification and Standard of Conduct
Section 1 — Indemnification: The HCCMHC shall indemnify such persons, for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as permitted by Minnesota Statutes, Section 317A.521, as now enacted or hereafter amended.
Section 2 — Conflicts of Interest: The HCCMHC shall not enter into contracts or transactions between the HCCMHC or a related corporation and a voting or non-voting member of the Governance Group or between the HCCMHC and an organization in which a voting/nonvoting member of the corporation is a director, officer, or legal representative or has a material financial interest, except in accordance with the provisions of Minnesota Statutes, Section 317A.255, as now enacted or hereafter amended.
Section 3 — Standard of Conduct: Each voting and nonvoting member shall discharge his or her duties as a member of the Governance Group in good faith, in a manner which the voting or nonvoting member reasonably believes to be in the best interests of the HCCMHC, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
Article 7 — Public Access to Information
All books and records of the HCCMHC shall be open for inspection by any individual upon request to the Chair of the Governance Group, provided that personnel records of the staff or contractors, confidential records on any individual, or other information subject to the regulations of the Minnesota Data Practices Act or other laws governing the release of private or confidential data, shall not be disclosed except in accordance with such laws. Books and records must be reviewed at the fiscal agent’s office during normal business hours. Requests for reviews require ten (10) days’ written notice and must be reviewed by the Chair and/or designee.
Article 8 — Amendments and Miscellaneous
Section 1: Amendments: These bylaws may be amended at any time and from time to time by the affirmative vote of a majority of the voting members; provided that written notice of the meeting and of the proposed amendment shall be given to each voting member not less than five (5) nor more than thirty (30) days before any meeting of the Governance Group at which an amendment of the bylaws is to be adopted.
Section 2 — Interagency Agreement: The HCCMHC Interagency Agreement, dated 7/1/06 – 12/31/13 contains the operating principals and guidelines under which these bylaws are established. All of the groups mentioned in Article II of these Bylaws hereby agree to abide by the Interagency Agreement.