PURPOSE

The purpose of the Mental Health Association of Pueblo is to strive to eliminate the stigma of mental illness and to increase access to treatment through education, advocacy, and research development.

ARTICLE I -- Location

The principal office of the association shall be in Pueblo County, Colorado.

ARTICLE II -- Membership

A. Any interested person may become a member upon payment of annual dues, the amount to be determined by the board of directors. The amount of dues shall be reviewed annually.

B. Honorary Members -- The board of directors may elect honorary members who shall be advisory members of the association. Any such election shall be for such term and based on such criteria as the board of directors deems appropriate. Honorary members shall be non-voting members of the association.

ARTICLE III -- Board of Directors

A. General, Qualifications -- The business of this association shall be managed by the board of directors. The board of directors shall consist of no fewer than five (5) directors in addition to the officers. They shall be elected by the membership according to Sections IV A and G of these bylaws. No more than one-third of the total number of directors shall be Health Care Providers. For the purpose of these bylaws, a Health Care Provider shall mean any person who is licensed or certified to provide mental health care services.

B. Term -- Each director shall serve a term of three (3) years. A director shall hold office for the term for which he/she was elected and through the end of the meeting at which his/her successor has been elected and until such successor has qualified, or until the director’s death, resignation or removal.

C. Removal -- A director may be removed, with or without cause, by the approval of the board of directors at a meeting, either regular or called. The board of directors may adopt: (1) a policy regarding director participation in the association’s business and affairs and discharge of such duties, and (2) a procedure for informal, non-adversarial resolution of any issue(s) that may result in removal of a director.

D. Resignation -- Any director may resign at any time by submitting a signed written notice to that effect to the president, the board of directors or the secretary of the association. Such notice may be sent by electronic means.

E. Vacancies -- Any vacancy occurring because of the death, resignation or removal of a director may be filled for the unexpired term of such director by the remaining members of the board of directors.

F. Board Members Emeritus – At the end of their term board members or officers may be elected by a majority vote of the board to be Board Members Emeritus.

1. They shall have the right to propose motions and to vote.

2. They shall be counted toward the total for a quorum but not for the total board membership.

3. They shall not be subject to any policy regarding absences from meetings.

ARTICLE IV -- Meetings

A. Annual Meeting -- The annual meeting of the association shall be held for the election of officers and directors of the board and for transacting such other business as may properly come before the membership. The annual meeting shall be held during the month of January or at such other time as the board of directors may agree.

B. Regular Meetings -- The time and place of regular meetings of the board of directors shall be established by the board of directors. The schedule of meetings for the calendar year shall be established at the time of the annual meeting in January.

C. Special Meetings -- Special meetings of the Board of Directors may be called at any time by the president, in the absence of the president, by the president elect, or upon the written request of two (2) or more members of the board of directors.

D. Notice of Meetings -- Written notice of each meeting of the board of directors stating the time and place thereof shall be mailed or sent via electronic means not less than five (5) or more than thirty (30) days prior to the meeting to each director at his/her address according to the latest available records of this association.

E. Action Without Meeting -- Any action that could be taken at a meeting of the board of directors may be taken without a meeting when authorized in a written statement of such action signed by a majority of the directors entitled to vote on such action.

F. Participation at Meetings -- Any director may participate in any meeting through the use of any means of communication by which all directors participating may simultaneously communicate with one another during the meeting.

G. Voting, Quorum -- At all meetings of the board of directors, each director shall be entitled to cast one vote on any question coming before the meeting. The presence of a majority of the total number of directors entitled to vote shall constitute a quorum at any meeting thereof. Except as otherwise required by law or these bylaws, the affirmative vote of a majority of the directors entitled to vote and present at any meeting, if there be a quorum, shall be the act of the association. At the annual meeting, each member of the association shall have one vote on any question coming before the meeting.

H. Statements of Policy -- The board of directors, by the approval of two-thirds of the directors entitled to vote, may adopt, amend or repeal such statements of policy or procedure concerning the operation of the association as they deem appropriate.

ARTICLE V -- Officers

A. General -- The officers of this association shall be a president, a president elect, a secretary, a treasurer and such other officers as the board of directors may designate. Officers shall be elected by the membership to serve a term of one (1) year or until their respective successors are chosen and have qualified. Any officer may at any time be removed by the directors, with or without cause, if such removal serves the best interests of the association. The same person may not hold more than one office at the same time.

B. President -- The president shall be the chief executive officer of the association, shall have general oversight of the business of the association and shall preside at all meetings of the board of directors. The president shall execute on behalf of the association all contracts, deeds, conveyances and other instruments in writing which may be required or authorized by the board of directors for the proper and necessary transaction of the business of the association. The president shall have such further powers and duties as may be conferred upon or assigned to him/her by the board of directors.

C. The president-elect shall perform the duties of the president in case of the president’s absence or disability. The execution by the president elect of any instrument on behalf of this association shall have the same force and effect as if it were executed on behalf of the association by the president.

D. Secretary -- The secretary shall record all proceedings of the meetings of the board of directors and the association in a book to be kept for that purpose. He/She shall give all notices of meetings of the board of directors and the association and all other notices required by law or by these bylaws. The secretary shall be custodian of all books, correspondence and papers relating to the business of this association, except those of treasurer. He/She shall join with the president or president-elect to attest to the due execution on behalf of this association of all contracts, deeds, conveyances and other written instruments which may be required or authorized to be executed by the board of directors for the proper and necessary transaction of the association’s business. The secretary may assist in presenting at each annual meeting of the membership a full report of the transactions and affairs of this association for the preceding year.

E. Treasurer -- The treasurer shall have custody of all funds and securities of the association. When necessary and proper, he/she shall endorse on behalf of this association all checks, drafts, notes and other obligations and evidences of payment of money payable to this association or coming into his/her possession, in such bank(s) as may be selected by the board of directors.

He/She shall keep full and accurate account of all receipts and disbursements of this association in books belonging to the association, which shall be open at all times to the inspection of the board of directors. He/She shall present to the membership at each annual meeting his/her report as treasurer of this association and shall make a report to the board of directors at each scheduled meeting of the board of directors.

F. Vice Presidents -- The chair of any committee established by the board of directors shall be a vice president of the association and shall serve as a member of the executive committee. The vice presidents shall preside at all meetings of their respective committees.

G. Executive Director – The Board of Directors may appoint an executive director. The Executive Director shall be ex officio a member of the Board of Directors with all voting privileges of a board member as long as the executive director serves without pay. If the board employs an Executive Director, he/she shall not have voting privileges.

H. Additional Powers and Responsibilities -- Any officer of this association, in addition to the powers and responsibilities conferred upon him/her by these bylaws, shall have such additional additional powers and responsibilities as may be prescribed by the board of directors.

ARTICLE VI -- Committees

A. General -- The board of directors, by resolution adopted by a majority of the directors may designate and appoint committees, each of which shall include two (2) or more directors. The resolution adopted by the board of directors shall specifically state the powers and responsibilities of such committee.

B. Meetings, Notice, Quorum, and Voting -- The sections of these bylaws which govern meetings, notice of meetings, voting and quorum requirements, action without meetings and participation at meetings of the board of directors shall apply to committees.

C. Executive Committee -- Each officer of the association shall serve as a member of the executive committee. The executive committee shall assist the president in general oversight of the business and affairs of the association.

D. Nominating Committee -- Each year at least three months before the annual meeting, if there are vacancies to be filled on the board of directors or among the officers, the board of directors shall appoint a nominating committee of at least three persons to present a single slate of nominees to the annual meeting. At least one member of the nominating committee shall be a member who is not currently serving in an elected position.

E. Advisory Boards -- The board of directors may, by resolution adopted by a majority of directors, establish advisory boards that shall have the authority specified in the resolution creating such advisory board. Such advisory boards shall only make recommendations to the board of directors. At least one member of the board of directors shall serve on each advisory board and shall make recommendations and reports to the board of directors concerning the advisory board’s activities.

ARTICLE VII -- Indemnification

The association’s directors and officers shall be indemnified under the aegis of the Mental Health Association of Colorado’s indemnification policy and Colorado Nonprofit Association Act.

ARTICLE VIII -- Director Conflict of Interest

Each person who serves as an officer or director of the association shall be required to complete a conflict of interest statement to be established by resolution of the board of directors.

ARTICLE IX -- Miscellaneous

A. Fiscal Year -- The fiscal year of this association shall begin on January 1 and end on the succeeding December 31 or as the board of directors may otherwise establish.

B. Funds -- All funds of this association shall be deposited to the credit of the association in such banks, trust companies or other depositories as the board of directors may approve or designate, and all such funds may be withdrawn upon checks signed by one of two officers as the board of directors shall determine. At least two officers shall have the authority to sign checks, but one signature on a check is sufficient.

C. Parliamentary Authority -- The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern meetings of the board of directors, committees and general membership meetings in all cases to which they are applicable and in which they are not inconsistent with these bylaws or special rules the board of directors may adopt.

D. Amendments

1. These bylaws may be amended at any meeting of the board of directors at which there is a quorum by a two-thirds majority vote of the members present and voting on the proposed amendment, provided that a written copy of the proposed amendment has been transmitted to members of the board of directors thirty (30) days prior to the vote on the amendment.

2. These bylaws may be amended at any regular or special meeting of the association by a majority vote of the members present and voting on the proposed amendment, provided that a written notice of the proposed amendment has been made available to the membership at least thirty (30) days prior to the vote thereon.

E. Adoption -- These bylaws were adopted by action of the membership of the Mental Health Association of Pueblo at its annual meeting held in Pueblo, Colorado, on January 6, 2000.

F. Amendment -- These bylaws were amended by a two-thirds majority vote of the Board of Directors present and voting at a meeting of the board on September 25, 2003.