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Board Policy Manual - revised, approved 5-27-14 Page | 1 AuSable Valley CMHA Board Policy Manual Revised Approved at May 27, 2014 Board Meeting

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Page 1: AuSable Valley CMHA Board Policy Manuals3.amazonaws.com/AVSta/Board-Policy-Manual-CONSOLIDATION-re… · AuSable Valley CMHA . Board Policy Manual . Revised . Approved at May 27,

Board Policy Manual - revised, approved 5-27-14 P a g e | 1

AuSable Valley CMHA Board Policy Manual

Revised Approved at May 27, 2014 Board Meeting

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Table of Contents

Chapter 1 - Developing Board Policy Page Purpose 1.1 ................................................................................................................. 6 Management policies are not Board policies 1.2 ....................................................... 6 Policy requires a majority vote 1.3 ............................................................................ 6 Source of policies 1.4 ................................................................................................. 7 Considerations for all policies 1.5 ............................................................................. 7 Accountability for carrying out policies 1.6 .............................................................. 7 Distribution of policy manual 1.7 .............................................................................. 7 Amendment or suspension of policy 1.8.................................................................... 8 Chapter 2 - Corporate Structure / Board Organization Establishment of organization 2.1.............................................................................. 9 Authority of the Board of Directors 2.2 ..................................................................... 9 Board member commitment 2.3 ................................................................................ 9 Delegation of policy interpretation 2.4 ...................................................................... 10 Board member rights 2.5............................................................................................ 10 Duty of Board members not to compete 2.6 .............................................................. 10 Soliciting or receiving gifts 2.7 .................................................................................. 11 Board member conflict of interests 2.8 ...................................................................... 11 Conflict of interests statement 2.9 ............................................................................. 13 Legal obligations of board members 2.10.................................................................. 14 Ethical obligations of board members 2.11 ............................................................... 14 Legal requirements of board members 2.12 .............................................................. 14 Maintaining ethical credibility 2.13 ........................................................................... 15 Political contributions 2.14 ........................................................................................ 16 The AVCMHA Code of Ethics pledge 2.15 .............................................................. 16 Board Member Confidentiality 2.16 .......................................................................... 18 Board Member Confidentiality Agreement ............................................................... 19 Enforcement of board ethics policies 2.17 ................................................................. 20 Annual meeting of the board 2.18.............................................................................. 20 Board planning 2.19 ................................................................................................... 20 Maintenance of AVCMHA documents 2.20 ............................................................. 21 Vacancies on the Board 2.21 ..................................................................................... 21

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Removal of Board members 2.22 .............................................................................. 21 Meeting attendance requirement 2.23 ........................................................................ 22 Compensation of Board members 2.24 ...................................................................... 22 Board member travel 2.25.......................................................................................... 22 Reimbursement of expenses 2.26 .............................................................................. 23 Directors’ and officers’ errors and omissions insurance 2.27 .................................... 24 Board legal counsel 2.28 ............................................................................................ 24 Board correspondence 2.29 ........................................................................................ 24 Affiliations 2.30 ......................................................................................................... 24 Board members speaking for the Board to the public or media 2.31 ........................ 25 Authority of Board members 2.32 ............................................................................. 25 Political and legislative activity 2.33 ......................................................................... 25 Board member orientation and development 2.34 ..................................................... 26 Board member orientation 2.35 ................................................................................. 26 Board self-evaluation 2.36 ......................................................................................... 27 Measuring community/constituent needs and concerns 2.37 .................................... 28 Requests for Agency information from AVCMHA 2.38 ........................................... 28 Public communications 2.39 ...................................................................................... 29 Board member management of staff and public concerns 2.40 ................................. 29 Guidelines for processing public complaints 2.41 ..................................................... 30 Step by step process for persons other than AVCMHA staff to file a complaint 2.42 ........ 30 Annual report 2.43 ..................................................................................................... 35 Chapter 3 - Executive Director Responsibilities & Functions The Executive Director's role in the organization 3.1................................................ 36 Executive Director communication/counsel to the Board 3.2 ................................... 36 Delegation to the Executive Director 3.3 ................................................................... 36 Areas of responsibility delegated to Executive Director 3.4 ..................................... 37 Monitoring Executive Director performance 3.5 ....................................................... 39 Executive Director performance evaluation 3.6 ........................................................ 39 Board/Executive Director relationship 3.7 ................................................................ 41 Board/Executive Director responsibilities 3.8 ........................................................... 42 Executive Director succession policy 3.9 .................................................................. 43

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Chapter 4 - Board Meetings Conduct of meetings 4.1 ............................................................................................ 46 Board calendar 4.2 ..................................................................................................... 46 Special meetings 4.3 .................................................................................................. 46 Absence from meetings 4.4........................................................................................ 46 Open Board meetings 4.5 ........................................................................................... 47 Closed meetings 4.6 ................................................................................................... 47 Meeting agenda packet 4.7 ........................................................................................ 48 Staff attendance at Board meetings 4.8...................................................................... 49 Open Board meetings 4.9 ........................................................................................... 49 Public forum 4.10....................................................................................................... 49 Voting 4.11 ................................................................................................................ 50 Quorum 4.12 .............................................................................................................. 50 Disqualification for voting 4.13 ................................................................................. 51 Minutes of the Board meeting 4.14............................................................................ 51 Parliamentary authority 4.15 ...................................................................................... 52 Chapter 5 - Organizational Finance Fiscal year 5.1 ............................................................................................................ 53 Financial management 5.2 ......................................................................................... 53 Budgeting 5.3 ............................................................................................................. 53 Working capital reserves 5.4...................................................................................... 54 Accounting 5.5 ........................................................................................................... 54 Financial reports and audits 5.6 ................................................................................. 54 Signing checks 5.7 ..................................................................................................... 55 Use of credit cards 5.8 ............................................................................................... 56 Purchase orders 5.9 .................................................................................................... 56 Contracts 5.10 ............................................................................................................ 56 Investment practices 5.11........................................................................................... 57 Executive Director limitation 5.12 ............................................................................. 57 Spending authorizations 5.13 ..................................................................................... 58 Delegation of spending authority 5.14 ....................................................................... 59 Insurance/bonding protection of AVCMHA 5.15 ..................................................... 59 Charitable donations by AVCMHA 5.16................................................................... 59 Bad debts owed to AVCMHA 5.17 ........................................................................... 59

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Chapter 6 - Employment Policies Chain of command 6.1 ............................................................................................... 61 Employee grievance procedure 6.2 ............................................................................ 62 Personnel policies 6.3 ................................................................................................ 62 Professional memberships 6.4 ................................................................................... 62 Nepotism 6.5 .............................................................................................................. 63 Equal employment opportunity/affirmative action 6.6 .............................................. 63 Safety and loss control 6.7 ......................................................................................... 63 Sexual harassment 6.8 ................................................................................................ 64 Smoking on AVCMHA premises 6.9 ........................................................................ 64 Drug-free workplace 6.10 .......................................................................................... 64 References for employees leaving AVCMHA 6.11 .................................................. 64 Chapter 7 - Board Officers Officers of the Board and job definitions 7.1 ............................................................ 66 Officer election process 7.2 ....................................................................................... 67 Officer authority 7.3................................................................................................... 68 Vacancies of officer positions 7.4 .............................................................................. 68 Removal of officers 7.5.............................................................................................. 68 Chapter 8 - Committees of the Board Committee purpose 8.1 .............................................................................................. 70 Committee authority 8.2 ............................................................................................ 70 Committee accountability 8.3 .................................................................................... 70 Appointment of committees 8.4 ................................................................................. 71 Duties of committee members 8.5 ............................................................................. 71 Committee meetings 8.6 ............................................................................................ 71 Guidelines for the committee chairperson 8.7 ........................................................... 71 Description of committee Responsibilities 8.8 .......................................................... 72

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Chapter 9 - AVCMHA Facilities Conflict of usage 9.1 .................................................................................................. 81 Accountability for proper and safe usage 9.2 ............................................................ 81 Accessibility of facilities 9.3...................................................................................... 81 Gifts acceptance 9.4 ................................................................................................... 82 Chapter 10 - Board Member Job Description Board member responsibilities 10.1 .......................................................................... 83 Performance expectations for Board members 10.2 .................................................. 84 ATTACHMENTS Bylaws Organization Chart Salary Schedule

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Chapter 1 The Process for Developing Board Policy

Purpose 1.1

The Board, as the AVCMHA governing body, is entrusted with the authority to establish policy for the governance of AVCMHA. Board policy establishes the parameters and guidelines for Board members, committees, management and staff.

The purposes of our policies are to:

• inform everyone of Board intent, goals and aspirations. • prevent confusion among Board members, staff and the public. • promote consistency of Board action. • eliminate the need for instant (crisis) policy making. • reduce criticism of the Board and management. • improve public relations. • clarify Board member, Executive Director and staff roles. • give management a clear direction from the Board.

Management policies are not Board policies 1.2

The AVCMHA Board makes an important distinction between Board policies and management policies. Board policies establish the broad parameters within which Board, management and staff will operate. Management policies, developed and implemented by the Executive Director, outline the specifics of how the organization and staff will operate within Board policy. Once the Board officially adopts a new Board policy, that policy is the standard for dealing with the subject matter covered by the policy. If an issue comes before the Board that is not in line with existing policy, the issue is out of order and will be considered only in terms of policy change.

Policy requires a majority vote of the Board 1.3

All policy decisions will be made by majority vote of the Board and only at Board meetings. Before adopting any policy, all Board members will receive a copy of the proposed policy in advance of the meeting at which the vote is to be taken.

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Source of policies 1.4

Policies may be recommended to the Board by committees of the Board, individual Board members or the Executive Director. All proposed policies will be researched to ensure that they are legal, and do not contradict already established policy or bylaws of AVCMHA. If approved by the Board, policies will be written, coded, dated at time of approval and included in all official copies of the Board Policy Manual.

Considerations for all policies 1.5

All policies proposed to the Board should be tested. Is the proposed policy:

• really necessary for good operation of AVCMHA? • consistent with our mission statement? • within the scope of Board authority? • consistent with local, state and federal law? • compatible with other policies of this Board? • practical? • broad enough to cover the subject completely? • enforceable?

Accountability for carrying out policies 1.6

The Executive Director will be accountable to the Board for carrying out these policies, ensuring that all policies are effectively explained to the employees and making every reasonable effort to see that they are understood, accepted and complied with.

Distribution of Policy Manual 1.7

A copy of the Board Policy Manual will at all times be available in the AVCMHA office and will be published at the Board section of the AVCMHA website, and otherwise available electronically for review and inspection by employees and Board members. Each Board member will be given a revised Policy Manual as changes are approved by the Board.

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Amendment or suspension of policy 1.8

All policies will be reviewed no less frequently than every three years by the Board or a committee of the Board for accuracy and appropriateness, and recommendations will be made to the Board for amendment, addition or elimination. Except as otherwise provided by law, any policy of the Board may be suspended, repealed, amended, or waived by a two-thirds majority vote of Board members present when a quorum exists.

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Chapter 2 Corporate Structure / Board Organization

Establishment of the organization 2.1

AVCMHA is established as a Community Mental Health Authority under Section 205 of the Michigan Mental Health Code (MCL330.1205). The Board of Directors is established as the authority to operate AVCMHA in accordance with the Mental Health Code and Board Bylaws and policies.

AVCMHA business will be conducted in accordance with the laws of this state,

the corporation's articles of incorporation, Bylaws of the corporation, Board policies and generally accepted business practices that will accomplish the AVCMHA mission.

Authority of the Board of Directors 2.2

Each member of the AVCMHA Board, together with other members of the Board, is legally and morally responsible for all activities of AVCMHA. All members of the Board share in a joint and collective authority which exists and can only be exercised when the group is in session.

Board member commitment 2.3

Serving as a Board member of AVCMHA involves a very special commitment. To meet that commitment, Board members are expected to:

• ensure adherence to AVCMHA's mission. • attend and actively participate in all of the Board's meetings, and

notify the Executive Director or Board Chairperson of anticipated absence.

• when absent from a meeting, review minutes and results of the

missed meeting. • do their homework to be prepared to participate fully in Board and

committee meetings.

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• serve actively on at least one committee. • act only with the full Board, not individually unless authorized to

do so by the full Board. • speak for the full Board only when the full Board sanctions their

doing so.

Board delegation of policy interpretation to staff and public 2.4

The Board delegates to the Executive Director responsibility for policy interpretation to the staff and public and for rule making, issuance of procedural directives and guides not specifically covered or detailed in the Board Policy Manual. Such interpretations, rules and directives have the force of Board regulations unless and until superseded by Board action.

Board member rights 2.5

Members of the AVCMHA Board are granted certain specific rights. All Board members have the right to:

• receive notice of Board meetings and the agenda. • attend and participate in Board meetings. • examine AVCMHA's books, records, meeting minutes, financial

statements and contracts. • place items on the Board meeting agenda at the appropriate time.

Duty of Board members not to compete 2.6

A Board member may not use his/her position on the AVCMHA Board to prevent AVCMHA from competing with the Board member's business. It is expected that Board members, even after they complete Board service, will not use trade secrets, client lists, or other confidential information acquired by virtue of being a member of the Board.

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Soliciting or receiving gifts 2.7

Members of the AVCMHA Board must never offer, give, solicit or receive any form of bribe or kickback through their connection to AVCMHA. Board members must never solicit a personal gift of any kind from anyone who does business with AVCMHA. This restriction applies to both actual and proposed business transactions involving AVCMHA.

Board member conflict of interests 2.8

Board members have a duty to subordinate personal interests to the welfare of AVCMHA and those we serve. Conflicting interests can be financial, personal relationships, status or power.

Board members and employees are prohibited from receiving gifts, fees, loans, or

favors from suppliers, contractors, consultants, or financial agencies, which obligate or induce the Board member or employee to compromise responsibilities to negotiate, inspect or audit, purchase or award contracts, with the best interest of AVCMHA in mind.

Board members and employees are prohibited from knowingly disclosing

information about AVCMHA to those who do not have a need to know or whose interest may be adverse to AVCMHA, either inside or outside AVCMHA. Nor may Board members or employees in any way use such information to the detriment of AVCMHA.

Board members or employees may not have a significant financial interest in any

property which AVCMHA purchases, or a direct or indirect interest in a supplier, contractor, consultant or other entity with which AVCMHA does business.

Since it is not possible to write a policy that covers all potential conflicts, Board

members and employees are expected to be alert for and avoid situations which might be construed as conflicts of interests.

Any possible conflict of interests on the part of any Board member should be

disclosed to the other Board members and made a matter of record, either through an annual procedure or when the interest becomes a matter of Board action.

Any Board member having a conflict of interests or possible conflict of interests

should not vote or use his/her personal influence on the matter, and he/she should not be counted as part of a quorum for the meeting. The minutes of the meeting should reflect that a disclosure was made, the abstention from voting and the quorum situation.

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These restrictions should not be construed as preventing the Board member from briefly stating his/her position in the matter, nor from answering pertinent questions of other Board members, since his or her knowledge could be of assistance to the deliberations.

All Board members will be required to complete the "Conflict of Interests"

statement. This policy will be re-signed by Board members annually and given to each new Board member for signature during orientation.

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Conflict of Interests Statement 2.9

I have read and am familiar with the AVCMHA Board policy concerning conflict of interests, and I have initialed the line opposite the appropriate paragraph below.

______During the past year, neither I, nor to the best of my knowledge, any member of my family has had an interest or taken any action which would contravene the policy of this Board.

______During the past year, neither I, nor to the best of my knowledge, any member of my family has had an interest or taken any action which would contravene the policy of this Board, except such interest or action fully disclosed below:

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

_____________________________________________

____________________________________________________________________

Board member signature Date

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Legal obligations of Board members 2.10

The AVCMHA Board is both responsible and liable for AVCMHA. The AVCMHA Board and the law require every Board member to follow the rule of the reasonably prudent person and the principle of good faith.

The rule of the reasonably prudent person means the Board will not: • mismanage AVCMHA by deviating from fundamental management

principles, such as planning carefully for the future of AVCMHA, regularly reviewing the financial status of AVCMHA, and monitoring compliance with Board policies.

• fail to govern by utilizing all control systems to govern AVCMHA. • be involved in self-dealing that provides personal gain to Board members.

The principle of good faith means that Board members will: • attend all Board and committee meetings to be a part of Board actions. • read and understand AVCMHA's policies and Bylaws. • pay attention to corporate affairs and keep informed about organization

activities. • ensure that AVCMHA is in compliance with legal requirements. • avoid self-dealing.

Ethical obligations of Board members 2.11

The Board will annually approve a code of ethics for Board members. All Board members will be given a copy of the code of ethics, and will be expected to adhere to the provisions of that code.

Legal requirements of Board members 2.12

All AVCMHA Board members will be expected to recognize and accept their legal position as governing agents of AVCMHA. A Board member of AVCMHA occupies the

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role of a fiduciary with regard to those served. A fiduciary is a person who holds something in trust for another. If AVCMHA Board members violate their trust or fiduciary duty, they may be subject to legal consequences. The duties and responsibilities of Board membership attach automatically when Board members accept the office.

There is a certain amount of liability involved with being a Board member, so the Board , so the Board maintains insurance to cover such liability, at a minimum of $3,000,000 coverage.

Maintaining ethical credibility 2.13

Because the conduct of the Board has a direct impact on public and constituent perceptions about AVCMHA, Board members will maintain an appearance of high credibility in adhering to legal and policy requirements.

Board members will be active and encourage all other Board members to be active by attending meetings, studying, questioning, voting on all issues, monitoring progress and maintaining active committees.

Board members will not condone conflicts of interest on the Board. A generally accepted rule of thumb is that a Board member or his/her family may not receive any gain (tangible or intangible) through the connection with the AVCMHA Board.

Board members will vote against proposed actions if they feel there is insufficient information on which to base an opinion. Minutes of each meeting should be carefully maintained and all votes properly recorded.

Board members will adopt formally, by motion, any rules, regulations, policies and budgets.

Board members will keep policy and procedure manuals up-to-date for ready reference, and have rules and regulations available and posted for staff and constituents.

Board members will review fiscal records and controls at regular intervals.

Board members will ensure that standard budget forms and annual report forms are prepared and filed as required by law.

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Political contributions 2.14

Members of the AVCMHA Board must never make political contributions on behalf of AVCMHA. If a Board member takes an active part in the political process, it must be done at the Board member's personal expense. AVCMHA will not reimburse anyone for a political contribution.

Board members must not make any direct or indirect political contribution in

cash, property or service on behalf of AVCMHA.

The AVCMHA Board Code of Ethics pledge 2.15

As a member of the AVCMHA Board, I will...

• listen carefully to my teammates, and those served by AVCMHA. • respect the opinion of other Board members. • respect and support the majority decisions of the Board. • recognize that all authority is vested in the Board when it meets in legal

session and not with individual Board members. • keep well-informed of developments that are relevant to issues that may

come before the Board. • participate actively in Board meetings and actions. • call to the attention of the Board any issues that I believe will have an

adverse effect on AVCMHA or those we serve. • attempt to interpret the needs of constituents to AVCMHA and interpret

the action of AVCMHA to its constituents. • refer constituent or staff complaints to the proper level on the chain of

command.

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• recognize that the Board member's job is to ensure that AVCMHA is well managed, not to manage AVCMHA.

• vote to hire the best possible person to manage AVCMHA. • represent all constituents of AVCMHA and not a particular geographic

area or special interest groups. • consider myself a "trustee" of AVCMHA and do my best to ensure that

AVCMHA is well maintained, financially secure, growing and always operating in the best interests of constituents.

• always work to learn more about the Board member's job and how to do it

better. • declare any conflict of interests between my personal life and my position

on the AVCMHA Board, and avoid voting on issues that appear to be a conflict of interest.

As a member of the AVCMHA Board I will not...

• be critical, in or outside of the Board meeting, of other Board members or their opinions.

• use AVCMHA or any part of AVCMHA for my personal advantage or the

personal advantage of my friends or relatives. • discuss the confidential proceedings of the Board outside the Board

meeting. • promise prior to a meeting how I will vote on any issue in the meeting. • interfere with duties of the Executive Director or undermine the Executive

Director's authority.

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The AVCMHA Board Member Confidentiality agreement 2.16 As a requirement for service on the AVCMHA Board, all Board members will be

required to read and sign the following confidentiality agreement.

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Board Member Confidentiality Agreement

As a member of the AVCMHA Board, I acknowledge the importance of confidentiality with respect to the affairs of AVCMHA. In light of this acknowledgement, I agree to keep confidential, during and after service on the Board, all confidential information acquired pertaining to AVCMHA and any related activities in the course of membership on the Board.

I particularly recognize the sensitivity of information regarding capital decisions,

real estate purchases, decisions regarding closures, mergers and other strategic plans that may have impact on AVCMHA's competitive position relative to other organizations.

I agree that this confidentiality agreement includes, but is not

limited to: • information pertaining to performance of AVCMHA employees or

staff including evaluation data, compensation, and grievances. • issues related to the Board’s legal, moral and regulatory

responsibility for the oversight of statistical data, risk management information and litigation information, and reviews of attitudes and opinions from those who work at AVCMHA.

I understand that it is the Board Chairperson’s responsibility to address infractions of confidentiality by individual Board members and to take action to remedy the problem. I also understand that if infractions of confidentiality by individual Board members continue, it is the expectation that the Board Chairperson will ask for the resignation of the individual Board member who has violated this confidentiality agreement.

Should I fail to resign, then by majority vote of the Board members, the Board may censure me and instruct the Executive Director to request the appointing Board of Commissioners my removal from the Board.

______________________________________________________________________________ Board member signature Date

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Enforcement of Board ethics policies 2.17

Any Board member who believes that a fellow Board member has acted unethically should first review current Board ethics policy. Board members should not file or encourage the filing of ethics complaints that are frivolous and are intended to harm the respondent rather than to protect AVCMHA.

If the Board member continues to believe a fellow Board member has acted unethically he/she should seek resolution by discussing his/her concerns with the colleague if such discussion is likely to be productive and does not violate any individual’s right to privacy.

If this discussion, or other informal attempts to address the concern, fail to resolve the problem, the Board member should bring the concern to the attention of the Board Chairperson. If the concern relates to the Board Chairperson the issue should be brought to the attention of the Board vice- Chairperson.

The Board Chairperson may choose to address the concern individually with the member in question or refer the concern to the Executive committee.

Board members shall cooperate in ethics investigations, proceedings, and resulting requirements. In doing so, they should make reasonable efforts to resolve any issues as to confidentiality. Failure to cooperate is itself an ethics violation.

Annual meeting of the Board 2.18

There will be an annual meeting of the Board held on the fourth Monday of April each year or on such date designated by a vote of the Board of Directors, but no later than 60 days from April 1.

Board planning 2.19

To ensure that planning is based on the needs and preferences of current and potential constituents, AVCMHA Board and management will , annually, conduct a realistic assessment of AVCMHA service capabilities and analysis of trends likely to impact the future of AVCMHA. AVCMHA Board and management will then annually develop an organizational plan that is based on identified needs and preferences of current and potential constituents, and appraisal of AVCMHA service capabilities.

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Maintenance of AVCMHA documents 2.20

All major AVCMHA organizational documents, such as the articles of incorporation, real estate titles, building blueprints and any other historical or archived documents will be held in a safety deposit box in a local bank or in the Agency off-site data storage safe.

Custody of the documents, a list of the documents, and authority to access the

documents will be given to the Executive Director and the Associate Executive Director for Finance and Operations. The Board Chairperson may access such documents the case of emergency.

Vacancies on the Board 2.21

When vacancies occur on the Board other than normal expiration of terms, the appointing Board of Commissioners is notified of the vacancy, and is asked to appoint a replacement member. The appointed Board member may fill the position only until the expiration of the term of the person he/she replaces. The appointed Board member may be eligible to be re-appointed to the Board at that time, if the appointing Board of Commissioners so wishes.

The process for appointment to the Board will be as follows:

• The appointing Board of Commissioners is notified by the Executive

Director of any upcoming or current vacancies on the Board; and is also notified of any legal requirements which an appointee must possess.

• The Board of Commissioners acts under its own processes to select a

person to be appointed or re-appointed, and notifies the appointee, and the Chairperson and/or the Executive Director of the Board.

• The appointee will be seated at the next regular meeting of the Board.

Removal of Board members 2.22

It is the policy of the AVCMHA Board to notify the appointing Board of Commissioners of Board members who fail to perform the expected duties of a Board member. A Board member may be censured with a recommendation made for removal from the Board because of:

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• negligence of Board duties and responsibilities. • failure to attend Board meetings regularly. • illegal activity as a member of the Board. • acting in any manner detrimental to AVCMHA.

A Board member may be removed only by the appointing Board of

Commissioners.

Meeting attendance requirement 2.23

It is the policy of AVCMHA Board that Board members must attend meetings to maintain governance continuity, to be fully informed about the issues on which they will vote, and to meet their responsibility to contribute to the decisions the Board is required to make.

If a Board member will be absent from all or part of any meeting, the Board

member is expected to contact the Board Chairperson or the Executive Director as soon as the need to be absent is known.

If a Board member is absent without excuse from three consecutive Board

meetings, the Board Chairperson will ask the Board to notify the appointing Board of Commissioners of such absence.

When a Board member is absent without excuse from two consecutive Board

meetings, the Board Chairperson will contact the Board member and remind the Board member of this meeting attendance policy.

Compensation of Board members 2.24 Board members will be compensated for service on this Board, at per diem rates

similar to those paid by the Iosco County Board of Commissioners.

Board member travel 2.25

Board authorization

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The Board encourages participation by Board members in Michigan Association of Community Mental Health Board activities, and reimburses Board members for reasonable expenses associated with conference attendance participation in Association committees when authorized by the Board, and attendance at Association-sponsored trainings. The Board also reimburses expenses of attendance at events sponsored by the Northern Michigan Regional Entity. The Board reimburses expenses of Board members for attendance at its own meetings and those of its Committees. Any other travel by Board members must be approved in advance by the Board Chairperson or the full Board in order to be reimbursed.

All requests for Board related travel by Board members will include the purpose

of the trip, dates of meetings (if any), anticipated expenses, date of departure and date of return.

Any out-of-state Travel for Board members must be approved in advance by the

Board.

Travel safety A majority of Board members will not be authorized to travel in the same vehicle

or on the same airline flight.

Making travel arrangements AVCMHA staff will make travel arrangements (other than personal car travel) for

Board members on AVCMHA business.

Reimbursement of expenses 2.26

Board members may be reimbursed only for out-of-pocket expenses actually incurred and given prior authorization by a vote of the Board. Claimed expenses must be documented by original receipts. No expenses will be reimbursed for friends or relatives accompanying a Board member on AVCMHA business. No expenses will be reimbursed for non-business related travel or extension of stay beyond completion of the business for AVCMHA.

Some expenses can be deemed unreasonable and unnecessary or extravagant.

Such charges will be deemed personal and not reimbursable without compelling cause and at the discretion of the Board.

Reimbursement of authorized out-of-pocket expenses will be according to the

same reimbursement policy applied to staff as found in the AVCMHA Personnel Policy Manual.

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Directors' and officers' errors and omissions insurance 2.27

It is the policy of AVCMHA to provide Board members and officers liability insurance. The continuing need for such insurance will be reviewed each time the policy is due for renewal.

Board legal counsel 2.28

The Board instructs the Executive Director to secure legal counsel to serve the needs of AVCMHA. Legal counsel may be requested to attend Board meetings by request of a majority of the Board members or at the mutual agreement of the Board Chairperson and the Executive Director.

Only the Board Chairperson, the Executive Director or designee may contact legal

counsel on behalf of the Board. Costs billed to AVCMHA and associated with individual Board members contacting legal counsel, auditors or other professional consultants without specific authority from the Board of Directors, will be billed to the Board member making the unauthorized contact.

Board correspondence 2.29

Correspondence from the Board will be approved by the Board or its Chairperson. Except for reports which are legally required to be sent out over the secretary’s or treasurer's name, all correspondence from the Board will be over the Chairperson's name. All correspondence from the Board will be written on AVCMHA stationery and will be prepared by the office of the Executive Director as directed by the Board. Use of AVCMHA letterhead will be limited to official agency business only.

No material or information disclosed in Executive sessions of the Board will be

released to any unauthorized person.

Affiliations 2.30

It is important that AVCMHA affiliate with other organizations such as state and national associations. Therefore, the Board will include expenses for membership fees in the annual budget. The Board will annually review all affiliations and assess the cost-effectiveness of each before the expense is included in the annual budget.

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Board members speaking for the Board to the public or media 2.31

Individual Board members may not speak to the public or the media on behalf of the Board unless authorized by the Board to do so.

When speaking about AVCMHA or about Board action, Board members should

be careful to define when their remarks represent personal opinion and when their remarks represent official Board position. Board members must be aware that they are always seen as Board members even when they designate comments as personal.

Authority of Board members 2.32

Board members have authority only when acting as a body in regular or special meetings of the Board.

The Board will not be bound in any way by any statement or action by any

individual Board member except when such statement or action is in pursuance of an adopted Board resolution or special instructions by the Board, or under specified delegation of responsibility.

Political and legislative activity 2.33

To ensure that AVCMHA supports legislative issues which further the basic interests of those we serve, and oppose legislative issues detrimental to our mission, the following guidelines are established:

• AVCMHA shall be nonpartisan in political matters, but shall support or

oppose federal, state or local legislative issues as the Board determines necessary and advisable. AVCMHA will not directly endorse any candidate or party.

• Employees or Board members shall not engage, directly or indirectly in

partisan activities as representatives of AVCMHA, and AVCMHA funds will not be used for that purpose.

• Board members and employees are free, as individuals, to participate in

political activity as long as they do not utilize AVCMHA funds, AVCMHA time, or the AVCMHA identity.

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• Board members and management of AVCMHA should be aware that, because of their position, they should exercise discretion at all times to not convey the impression that AVCMHA is endorsing a political candidate.

• The AVCMHA Board is responsible for setting legislative goals for

AVCMHA.

Board member orientation and development 2.34

The AVCMHA Board believes that professional development for Board members is vital to good governance of AVCMHA. Therefore, new Board members will be given, within 30 days of election, a thorough orientation about AVCMHA, Board operations, finance, Board ethics, responsibility and liability.

The Board will also include in the annual budget of AVCMHA a line item for Board development. The line item will be used to pay for publications and materials to assist the Board to learn the job, training and in-service programs oriented to Board operations and travel to conferences and conventions that will assist Board members to develop their governance skills.

Board member orientation 2.35

The following will be the guide for orientation of all new Board members:

I. Mission/values of AVCMHA

II. Term of office A. Board meeting schedule B. Board/committee structure C. expectations of attendance D. appointments/removal

III. Responsibilities

A. Board member job description B. Board Bylaws C. Board officers and responsibilities D. election of officers E. meetings of the Board (regular and special) F. quorum

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G. conduct of meetings H. conflict of interests I. code of ethics J. liability insurance K. expectations of Executive Director L. attendance at conferences M. expense vouchers N. abbreviations and acronyms used at AVCMHA O. Board goals

IV. Organizational overview

A. organizational chart B. annual reports C. area served D. financial audits E. management contract F. monthly financial reports G. relationship to other organizations H. target constituency

V. Board policies

VI. AVCMHA programs

A. purpose B. program plan

Board self-evaluation 2.36

Performance accountability for the Board can only be maintained at a high level through regular self-evaluation of the Board's work. Therefore, the AVCMHA Board will annually conduct a written self-evaluation of the Board's performance for the past year. The evaluation will include, but not be limited to:

• quality of meetings • committee performance • progress on the long-range plan • fiscal monitoring • cohesiveness of the Board team • quality of the relationship with the Executive Director • exercise of vision on behalf of the organization • level of participation in Board activities by all Board members

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• community/member relations

It will be the responsibility of the Board Chairperson to initiate the Board self-evaluation.

Measuring community/constituent needs and concerns 2.37

The AVCMHA Board recognizes the importance of getting feedback from those we serve. Therefore, the Board will regularly survey constituents for feedback about AVCMHA programs and services. Surveys may be done through a variety of methods such as focus groups and written surveys. Information gathered should include, but not be limited to:

• satisfaction with programs and services. • reaction to potential new programs and services being considered. • ideas for improvement of current programs and services. • ideas for new programs and services to meet constituent needs.

The Executive Director will be responsible for conducting the surveys in

accordance with contractual obligations. Results of the constituent satisfaction surveys will be reported at least annually, to the AVCMHA Board. That information, and other information gathered will be used to develop the AVCMHA long-range plan.

Requests for Agency information from AVCMHA 2.38

From time to time the public/members will request information or records from AVCMHA. To protect the Agency and those we serve, information will be released only under the following conditions:

• All requests for information, other than routine public information, about

AVCMHA will be channeled to the Executive Director for a decision about releasing that information. If there is question about the appropriateness of releasing any information, the Executive Director will seek advice from the Board of Directors.

• Information about personnel matters will not be released to anyone outside

the organization, except when required by law.

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• Information discussed in executive session of the Board will not be

revealed unless required by law. • Proprietary information that could have an adverse effect on AVCMHA

finances will not be released, except when required by law. • Matters considered confidential under state and/or federal law will not be

released. • Information about legal matters that might have an adverse effect on

AVCMHA will not be released, except when required by law. • The AVCMHA mailing list will not be revealed, distributed, released or

used except for proper AVCMHA business purposes.

Public communications 2.39

It is the AVCMHA Board’s policy to encourage release of information to the public regarding programs, Board activities and consumer concerns. That communication will:

• maintain integrity in dealing with the public and the news media. The Executive Director (or designee) is the official spokesperson and shall provide the news media with a formal channel of communication.

• use the various news media for the promotion of AVCMHA

programs and raise the community consciousness regarding AVCMHA services.

• communicate always in an accurate and honest way consistent with

other related Board policies.

Board member management of staff and public concerns 2.40

It is the policy of the AVCMHA Board that when a Board member is contacted by a staff member or member of the general public who has a concern or complaint about AVCMHA or persons within AVCMHA, the Board member will follow the following procedures:

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• Remember that individual Board members have no power or authority to speak or act for the full Board.

• Listen to the person's concern.

• Express a desire to reach a satisfactory solution.

• Explain that the Board and management have established a process

for handling concerns which starts with the Customer Services Representative (Clerical Support to the Executive Director). Suggest that the concern be discussed with that person.

• Refer complaints, other than staff complaints, to the Customer

Services Representative. Refer staff to the grievance procedure.

• Assure the person that the Executive Director will be informed of the concern.

• Ask the person to report back to you about the progress or

resolution of the concern, if desired.

• Inform the Executive Director of the complaint or concern.

Guidelines for processing public complaints 2.41

From time to time situations may occur that create legitimate complaints on the part of the public or constituents relative to AVCMHA. Complaints must be aired so that all sides of the issue may be heard and a rational procedure/solution found.

Anyone having a complaint, therefore, is encouraged to file a complaint with the

Customer Services Representative located in the Tawas City office.

Step by step process for persons other than AVCMHA staff to file a complaint 2.42 PROCEDURE NAME: Grievance and Appeal Process POLICY:

It is the policy of AuSable Valley Community Mental Health (AVCMHA), that all beneficiaries and potential beneficiaries have the right to a fair and efficient process for

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resolving disagreements regarding their services and supports that are managed by AVCMHA

PURPOSE:

To establish a process and procedure for grievance and disputes over decisions regarding services and supports managed by AVCMHA.

APPLICATION:

All persons, and/or their legal representatives, that currently receive or request publicly funded mental health services managed by AuSable Valley Community Mental Health. Definitions: A. Action:

1. The denial or limited authorization of a requested Medicaid services including the type and level of service

2. The reduction, suspension, termination of a previously authorized Medicaid service 3. The denial, in whole or in part, of payment for a Medicaid covered service 4. The failure to provide Medicaid covered services in a timely manner. (14 days) 5. The failure to act within the appeal and grievance time frames as established in this policy

B. Additional Mental Health Services: Supports and services available to Medicaid beneficiaries who meet the criteria for Specialty Services and Supports, under the authority of Section 1915 (b)(3) of the Social Security Act. Also referred to as “B3” or Hab Waiver Services.

C. Adequate Notice of Action: Written statement advising the beneficiary of a decision to deny or limit

authorization of Medicaid services that have been requested. Notice is provided on the same day the action takes effect, or at the time of the signing of the Individual plan of service.

D. Advance Notice of Action: Written statement advising the beneficiary of a decision to suspend, reduce or

terminate a Medicaid covered service that they are currently receiving. Notice must be mailed at least 12 business days in advance of the date of action.

E. Appeal: Request for a review of an action F. Beneficiary: An individual who is eligible for and enrolled in the Medicaid program in Michigan. G. Consumer: A person requesting or receiving mental health services delivered and/or managed by the PIHP

including persons with Medicaid and all others. H. Expedited Appeal: A request by the beneficiary or the beneficiary’s provider when the time for the normal

appeal process (45 days) would jeopardize the beneficiary’s life, health or ability to maintain, attain or regain normal function.

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I. Fair Hearing: Impartial state level review of a Medicaid beneficiary’s appeal of an action presided over by a MDCH Administrative Law Judge. Also referred to as an Administrative Fair Hearing.

J. Grievance: An expression of dissatisfaction about any PIHP/CMHSP service issue other than an action.

This term may also refer to the general system of appeals and grievances. K. Local Appeal Progress: Impartial local level and/or PIHP level review of a Medicaid beneficiary’s appeal

of an action presided over by individuals not involved with decision-making or previous level of review. L. Medicaid Services: Services provided to a beneficiary under the Medicaid state plan, Habilitation Supports

Waiver.

M. Recipient Rights Complaint: A written or verbal statement by a consumer, or anyone acting on the consumer’s behalf claiming a violation of a protected right by the Michigan Mental Health Code. Recipient Rights Complaints are resolved through the Office of Recipient rights.

PROCEDURES:

I. While the Northern Michigan Region Entity is required to have a local process it is the desire that disputes be resolved at the level closed to service delivery. The PIHP level process shall not supplant the local CMHSP’s process nor replace the Medicaid beneficiary’s right to file a fair hearing request with MDCH/MSA.

II. Characteristic of the complaint resolution systems. A. All processes will promote the resolution of concerns and improvement of the quality of care. B. Beneficiaries/consumers/providers may access more than one process simultaneously or sequentially. C. An appeal or grievance may be filed orally or in writing. D. Written notification of complaint resolution will be provided to the individual with information about

additional appeals/grievance processes. E. All beneficiaries have the right to an expedited local appeal if waiting for the standard time for a local

appeal (45 days) would seriously jeopardize their health or would jeopardize their ability to attain, maintain or regain maximum function.

F. A Medicaid Beneficiary has the right to have services continue while the local or state level appeal is pending. The request to continue services must be made prior to the reduction, suspension or termination of services is to occur. If the appeal is upheld, the consumer can be charged for the cost of services.

G. A provider may also file an appeal on the behalf of the beneficiary. III. AVCMHA staff will be knowledgeable of the Comprehensive providers’ process and refer to them as

appropriate. A. It is the expectation of AVCMHA that these policies & processes meet the specifications of MDCH as

outlined in the Grievance and Appeals Attachment of the MDCH/CMHSP Managed Specialty Supports and Service Contract.

B. Each comprehensive provider (CMHSP) will provide the Northern Michigan Regional Entity with a copy of their Grievance, and Appeals resolution policies, including attachments and copies of forms and brochures.

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C. Each comprehensive provider (CMHSP) will identify a specific employee to coordinate disputes at the local level. 1. The name and phone number of the local coordinator will be displayed on brochures and posters,

explaining the appeal and grievance process. D. AVCMHA will keep data, about the number, scope and resolution of appeals and grievances.

A. Data logs will be submitted to and tabulated by the Northern Michigan Regional Entity quarterly. B. Quarterly data will be shared with:

1. The Director of NMRE, 2. AVCMHA Quality Oversight Committee,

IV. The Northern Michigan Regional Entity if and when engaged to provide services, through the Access

Center Care Managers, will begin to verbally orient customers to the grievance and appeal protections available to current and potential service recipients. Each comprehensive provider, contract provider, and/or sub-contract provider will provide verbal and written information to further orient the customer. A. Orientation will occur at the time of the initial assessment. B. Comprehensive providers will also post notices of client protection systems in areas frequented by

consumers. C. Comprehensive providers will also have written material available to provide to the customer that

describes the client protection systems that are required by contract and federal law. IV. The types of dispute resolution processes include:

A. Second Opinion for denial of access to supports and services or to inpatient hospitalization B. Recipient Rights Officer for rights violations, or denial of a request for a second opinion. C. Local Appeals and Grievance processes. D. MDCH Administrative Fair Hearing for Medicaid Recipients E. MDCH Alternative Dispute Resolution Process for Non-Medicaid Recipients.

V. A denial of service may occur: A. Following the assessment for services, provided by the comprehensive provider,

when the presenting symptoms or issues do not meet medical/clinical necessity and intensity criteria.

B. Request by a consumer or a provider for a service different than the services agreed upon in the Person-Centered Treatment Plan.

C. Following an assessment for a request to inpatient hospitalization. D. After admission to an inpatient unit, and upon the request for continued stay in an inpatient setting, if

the presenting symptoms do not support continued hospital care.

1. The agency that denies the service request is required to provide the consumer and if appropriate the provider, with the notice and appeal rights.

2. Applicants will never be denied authorization for the emergency assessment. 3. When access to services or continued stay in an inpatient setting are denied:

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a. Adequate Notice will be provided to the person requesting services and, if involved, the provider, noting that the notice to the provider does not have to be in writing.

b. Notice will be provided the day of the denial or be mailed no later than the day of the denial and must contain: What services were requested Reason for the denial Information about client protection systems (grievance and appeals) Right to request a second opinion and the process to request a second opinion Right to an administrative fair hearing Time frames in which to file an appeal

VI. Grievance and Appeal Process at the CMHSP level.

A. A beneficiary/consumer/provider may request a local appeal of an “Action” within 45 calendar days from the date of the notice of action.

B. The request may be oral or in writing. If oral must be confirmed in writing unless expedited resolution was requested.

C. The recipient/consumer/provider has a right to an expedited local appeal if waiting for the standard time for a local appeal (45 days) would seriously jeopardize the health or would jeopardize the consumer’s ability to attain, maintain or regain maximum function. An expedited appeal must be resolved and Notice of Disposition provided within 3 working days. If AVCMHA denies the request for an expedited appeal, it must follow the timeframe for a standard appeal. The beneficiary/consumer must receive prompt oral notice of the denial and follow up with written notice within 2 days.

D. If the beneficiary/consumer/provider requests the local appeal within 12 calendar days of the notice, the service must be reinstated until a determination is reached. If the appeal is upheld, the consumer may be billed for the cost of service.

E. The appeal must be resolved within 45 calendar days from the date the appeal was received. F. A grievance is a statement of dissatisfaction with any aspect of a Medicaid covered services that is not

an Action or a protected Recipient Right. A grievance must be resolved within 60 calendar days of receipt of the grievance

G. AVCMHA will give reasonable assistance to the beneficiary/consumer to complete forms and other procedural steps including but not limited to interpreter services.

H. AVCMHA will ensure that persons hearing the local appeal or grievance do not have previous involvement in review or decision making and are clinician(s) with an appropriate background. For grievance regarding denial of expedited resolution of an appeal and for a grievance that involves clinical issues, the grievance is reviewed by health care professionals who have the appropriate clinical expertise in treating the enrollee’s condition.

I. The beneficiary/consumer/provider must be provided the opportunity to present information in person and or in writing concerning the complaint. The beneficiary/consumer/provider may also include his or her representative in the grievance/appeal process.

J. Once Customer Services receives the grievance or appeal 1. Log the complaint. 2. Contact the beneficiary/consumer/provider (document) 3. Process the dispute: 4. Contact the applicant, with the outcome (document), and further means of appeal if the applicant

is not satisfied. 5. If services are authorized, process to appropriate source to secure the approved services.

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6. Member service staff will assist the applicant (if requested) in filing an appeal at the local, affiliation and state levels.

VII. On Customer Satisfaction survey tools, inquiry will be made about a customer’s level of orientation at

the access and provider levels to the grievance systems. Customer will be asked if they ever accessed the process and if they were satisfied with the resolution and the process.

REFERENCES and Legal Authority:

Chapter 7, 7a, 4 and 4 a of the Michigan Mental Health Code, 1996 Federal Law for Medicaid recipients AuSable Valley CMH Policy and Procedures to Address Grievance and Disputes regarding service decisions A-007 Person Centered Planning Practice Guideline MDCH/CMHSP contract, attachment 4.7.4 – Consumer Grievances

DISTRIBUTION:

All comprehensive providers AVCMHA Administrative Manual Northern Michigan Regional Entity Administrative Manual AVCMHA Consumer Councils

REVISED: 2014

Annual report 2.43

It is the responsibility of the Executive Director to provide the Board, each year, with an Annual Report of the Boards activities during the year. This report will include program information fiscal information, outcomes data, and other relevant information. This publication will reflect on the previous fiscal year, and will be published annually in January.

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Chapter 3 Executive Director Responsibilities & Functions

The Executive Director’s role in the organization 3.1

In the conduct of the ongoing business of AVCMHA, the Executive Director is responsible for all business operations, including management of the assets of AVCMHA; hiring, training, promotion, discipline and termination of employees; and for establishing and maintaining the business organization and structure to efficiently conduct the management functions of AVCMHA.

The Executive Director plans for and administers a program providing service in

accordance with AVCMHA’s stated purpose and in such a manner that optimum results are achieved in relation to the resources of the agency, and operates under the general direction of the AVCMHA Board of Directors.

Executive Director communication/counsel to the Board 3.2

The Executive Director will provide information and counsel to the Board. Accordingly, he/she will:

• make the Board aware of special events, relevant trends, material external and

internal changes and the assumptions upon which any Board policy has previously been established.

• submit required monitoring data in a timely, accurate and understandable fashion,

directly addressing provisions of the Board policies being monitored. • marshal as many staff and external points of view, issues and options as needed for

fully informed Board choices. • present information in a form that is understandable and of reasonable length.

Delegation to the Executive Director 3.3

The Board’s job is generally confined to establishing topmost policies, leaving implementation of Board policy to the Executive Director. All Board authority delegated to staff is delegated through the Executive Director.

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The Executive Director is authorized to establish all procedures, make all decisions, take all actions and develop all activities which are true to the Board's policies. The Board will respect the Executive Director's choices so long as the delegation continues. This does not prevent the Board from obtaining information about activities in the delegated areas.

No individual Board member, officer or committee has any authority over the

Executive Director. Information may be requested by such parties, but if such request, in the Executive Director's judgment, requires a material amount of staff time, it may be refused.

Acting with the authority granted above, the Executive Director may not perform,

allow or cause to be performed any act which is unlawful, insufficient to meet commonly accepted business and professional ethics for the "prudent person" test, in violation of funding source requirements or regulatory bodies, or contrary to explicit Board constraints on Executive Director authority.

Should a situation arise wherein the Executive Director deems it unwise to

comply with a Board policy, he/she will inform the Board of Directors. Informing is simply to guarantee no violation may be intentionally kept from the Board. It is not for the purpose of receiving approval. Board response at that time does not exempt the Executive Director from subsequent Board judgment of his/her action.

Areas of responsibility delegated to the Executive Director 3.4

In the area of human resources, the Executive Director relates both to the Board and to the staff of AVCMHA, but has ultimate responsibility to the Board.

For the Board of Directors, the Executive Director: • develops and recommends to the Board of Directors, specific, written, long

and short-range plans for the development of AVCMHA programs and services.

• maintains appropriate relations with the Board and various Board committees,

and keeps them informed. • interprets trends in the fields of service in which AVCMHA is engaged, by

maintaining involvement in the professional field as a whole. • assists with orientation and training programs for the Board.

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For the AVCMHA staff, the Executive Director: • supervises and directs key staff in the performance of their duties. • evaluates the performance of key staff members. • provides overall control of and direction for the personnel of AVCMHA ,

including active participation in or approval of personnel actions. • manages volunteer staff activities.

In the area of planning, the Executive Director: • evaluates the services being provided by AVCMHA in relation to specified

goals and standards, and recommends modifications, where appropriate. • recommends new programs to the Board.

In the area of finance, the Executive Director: • prepares AVCMHA budgets and is accountable for control of these resources

once approved. • directs all financial operations of AVCMHA. In the area of constituent relations, the Executive Director manages all activities including coordinating Board activities in this area.

In the area of public relations, the Executive Director interprets the function of AVCMHA to the community by assisting the Board, through direct involvement and through public relations programs, including personal contact, descriptive program literature, and the media.

In the area of interagency relations, the Executive Director: • maintains appropriate relations with other professional and service groups in

the community. • maintains appropriate relations with federal, state, and local government units. • maintains appropriate relations with other agencies in similar fields of service. In the area of AVCMHA organizational operations, the Executive Director: • recommends policies to the Board and/or assists the Board in the formulation

of policies for the effective and economical operation of AVCMHA and its programs.

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• ensures implementation of the policies adopted by the Board. • has chief administrative responsibility for maintenance of agency facilities,

and regular reporting to various bodies. • carries chief of staff responsibility to ensure that legal obligations of

AVCMHA are met.

Monitoring Executive Director performance 3.5

Monitoring Executive Director performance is somewhat synonymous with monitoring organizational performance. The Board delegates management to the Executive Director and must have a process for ongoing monitoring of the Executive Director's performance of the delegated duties. The purpose of monitoring is to determine the degree to which Board policies are being fulfilled. The Board will monitor Executive Director performance by awareness of the Executive Director's job description, these policies, careful attention to all reports delivered to the Board and through an annual written evaluation of the Executive Director's job performance.

Executive Director performance evaluation 3.6

It is the policy of AVCMHA to regularly evaluate the work performance of the Executive Director .

The evaluation will be given at a Board meeting sixty days prior to the

anniversary date of the Executive Director so that all Board members participating in the evaluation will have the opportunity to provide feedback related to the Executive Director's performance.

Compensation of the Executive Director will be determined after completion of

the evaluation. Any increase in compensation will be effective beginning with the pay period in which the employment anniversary date falls.

Although the evaluation will be initiated by the Executive Director and Finance

Committee the Personnel Committee is responsible for conducting the process and, ensures that the full Board has the opportunity to participate in the evaluation process.

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The process begins with a review of the current job description to determine accuracy and appropriateness. The Committee next develops an evaluation checklist based upon the job description and organization objectives. Respondents will be asked to rate the Executive Director's performance against each line item on the checklist as follows:

_______ excellent _______ very good

_______ acceptable

_______ needs improvement _______ poor

Space should be allowed on the checklist at each line item for comments.

The Committee mails the checklist to all board members with a self-addressed

stamped envelope so that all evaluations are returned to the home or business address of the Board Chairperson or the Committee may distribute the evaluation electronically. A request is sent with the evaluation form to complete within 14 days. Respondents have the option of signing or not signing their evaluation forms. All evaluations will be coded to track responses, but the coding will be removed prior to the survey results being distributed to the Chairperson to preserve anonymity of those on signing the evaluation. Constructive criticism from Board members should be specific so that appropriate corrective action may be taken by the Executive Director.

A copy of the evaluation checklist is also mailed to the Executive Director with

the request to complete a self-evaluation and recommend performance objectives for the upcoming year. The form completed by the Executive Director will not be included in the Board's compilation of results.

When the Board members have returned the evaluation forms, the Chairperson of

the Board makes up a composite checklist which, by line item, indicates the number of responses for each rating. All comments are randomly listed without identifying the source of each comment. The Chairperson reports on his/her findings to the Personnel Committee.

Then the Personnel Committee meets with the Executive Director to present the

conclusions about the evaluation. The Executive Director will be asked to respond to the evaluation, in the interest of his/her own development.

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The final agreed-upon evaluation should be signed by both the Executive Director

and the Board Chairperson. A copy of the evaluation is given to the Executive Director.

Board members will not solicit information regarding the Executive Director's performance from subordinate staff. Staff play no role in the evaluation. The Board recognizes that including staff can seriously erode the relationship which must exist between the Executive Director and staff.

Board/Executive Director relationship 3.7

The Board of Directors recognizes and maintains the following guidelines in the Board's relationship with the Executive Director:

• Good management is recognized as one of the key factors in the success of the

organization. The Board reserves the authority to establish policies, approve plans, and programs and delegate authority to the Executive Director.

• The Board will approve policies and long-range plans and programs for

AVCMHA, and delegate authority to the Executive Director to execute and carry out the policies, plans and programs. The Executive Director will be responsible for hiring capable personnel within the limitations of Board policy and budget constraints, determining the appropriate compensation, within Board-approved salary ranges, training, supervising, disciplining and terminating if necessary.

• Board members will refrain from individually discussing management and

personnel issues with AVCMHA personnel other than the Executive Director. The Board, in consultation with the Executive Director, may confer with key personnel at regular or special meetings of the Board.

• Authority for management of AVCMHA will be through the Board of Directors

to the Executive Director, then to other personnel. The Board will require full and timely information from the Executive Director concerning pertinent matters that relate to the management of AVCMHA.

• The Board recognizes that efficient management of AVCMHA can exist only

through mutual understanding and cooperation between the Board and the Executive Director. The Board also recognizes that the Executive Director is accountable to the Board to show results, but the Executive Director cannot perform well and show good results if not given latitude to exercise

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independent judgment in executing Board policy. Therefore, the Board grants that latitude of judgment and discretion and expects full accounting of performance from the Executive Director.

• The Board recognizes its position as the employer of the Executive Director and

will be responsible for a systematic annual evaluation of the Executive Director's performance. The evaluation will be for the purpose of improving the Executive Director's performance and to provide a basis for consideration of the Executive Director's salary for the next year.

Board/ Executive Director responsibilities 3.8 To assist the Board and Executive Director to work as a team, the following principles will guide the team members to determine responsibilities of each part of the team:

• Responsibility for determining general policy shall be entrusted to the Board. The Executive Director shall keep the Board informed regarding the progress of all important AVCMHA programs.

• The Board represents the public in setting the goals and establishing the basic policies and long-range goals for AVCMHA. It shall refrain from involvement in the administrative functions except to monitor and evaluate.

• The Board shall transact official business with professional staff members and other program employees only through the Executive Director.

• The Executive Director shall be responsible for administering the program in accordance with Board policies.

• The Executive Director shall be responsible for the selection and assignment of staff. This responsibility may be delegated by the Executive Director to other supervisory personnel.

• • The Executive Director and staff shall prepare, and submit for Board action, an

annual program plan and budget.

• The Executive Director shall provide the Board with data and information to enable the Board to make effective decisions.

• The Executive Director shall provide the Board with periodic reports as the Board feels are necessary to allow Board members to make accurate decisions.

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Executive Director succession policy 3.9

A policy for Executive Director succession must include two parts—the process the Board will follow to replace a retiring Executive Director, and a process to continue uninterrupted service in the event of sudden loss of the Executive Director.

Resigning or retiring Executive Director The process for replacing a resigning or retiring Executive Director will be as follows:

• The Board and the retiring Executive Director will determine the exact retirement date of the current Executive Director.

• The Board will determine a specific target date to bring on a new Executive Director. This target date will be flexible to allow the selected candidate some latitude in the beginning date.

• The Board will designate an interim Executive Director to serve for the time between the ending date of the current Executive Director and the beginning date of the new Executive Director. Board members are not eligible to serve as the interim Executive Director.

• The Board Chairperson will nominate a Search Committee of not less than three Board members and not more than six Board members. If possible, the current Executive Director will be an ex-officio member of the Search Committee. The Board Chairperson may appoint up to two additional Search Committee members from outside the Board such as former Board members, community leaders or other persons who would be valuable resource to the committee. The Board Chairperson will seek Board approval of the nominees.

• The Board will consider the need for any changes to the

management structure before the search for a new Executive Director.

• The Search Committee will begin as soon as possible to:

1. update the job description for the Executive Director. 2. develop a profile of the preferred candidate.

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3. determine the feasibility of utilizing a search firm to assist the Board in the search.

4. determine salary range and terms of the contract to be

offered. 5. identify appropriate advertising media to be used. 6. establish a schedule to complete interviews, reference checks and final selection. 7. determine who will conduct the interviews and what

questions will be asked. 8. determine the extent of staff and community involvement

in the search process. 9. establish a process for communicating search progress to

the Board and staff.

• The Search Committee will seek approval of the full Board for all of the above.

• The Board will determine the number of candidates to be

reviewed.

• The Board will interview the final candidates and select the new Executive Director.

• The Board will determine whether to confine its search to internal

candidates, and to invite external candidates to apply as well.

• The Board will set dates for three-month and six-month reviews of new Executive Director performance. These reviews will be informal discussions between Board and Executive Director for the purpose of assisting the Executive Director to understand Board needs and intent, as well as affirmation of good Executive Director performance. The Board will do a formal written performance evaluation of the Executive Director after approximately one year of employment and then annually.

Sudden loss of Executive Director

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The process to continue uninterrupted service in the event of sudden loss of the Executive Director will be as follows:

The Board will appoint the Associate Executive Director for Consumer Services

to fill the role of Executive Director on an interim basis in the event of either temporary or permanent loss of the Executive Director. This person or team will have access to the Chairperson for those issues in which they need guidance while the Executive Director is not available, or the position of Executive Director is vacant.

• In the event that the loss of the Executive Director is permanent, as

soon as possible after the designation of the interim Executive Director, the Board will implement the applicable procedures from the first half of this policy in order to fill the vacancy in an orderly manner.

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Chapter 4 Board Meetings

Conduct of meetings 4.1

So meetings may be conducted in the most orderly manner, discussion of agenda items will be limited to communications among Board members, between the Board and the Executive Director, and among the Board, Executive Director and those the Board and Executive Director request to make presentations.

Board calendar 4.2 At its organizational meeting each year, the Board will determine the regular meeting dates, time and place for the next year’s Board meetings. So that Board members can schedule for the meetings of the Board well in advance, the Board will make every effort to maintain those dates.

Special meetings 4.3

Special meetings of the Board should be called only rarely when the business to be addressed cannot wait until the next regularly scheduled meeting. A special meeting of the Board may be called by the Board Chairperson or by petition of a majority of Board members. A call for a special meeting will state the business to be addressed by the Board at the special meeting. Every member of the Board must be notified of the special meeting, either by mail or via electronic means at least five days prior to the established special meeting time.

Absence from meetings 4.4

When a Board member is absent from three consecutive regular meetings, and is not excused by the Board, the Board Chairperson will notify the

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appointing Board of Commissioners with a recommendation that the Board member be replaced.

Open Board meetings 4.5

It is the policy of the AVCMHA Board to hold open Board meetings using the following guidelines:

• Notice of meetings will be given to the local news media, posted on the

Board website, and posted in the Tawas City, West Branch, Oscoda and Mio offices of the Board.

• Agendas will be provided to guests at the beginning of the meeting.

• Guests may comment to the Board only at the designated "Public Comment" or “Consumer Comment” sections on the agenda or when the Board otherwise requests public comment.

• When dealing with confidential matters the Board may elect to go into

closed session, when allowed to do so by law: a two-thirds majority roll-call vote of Board members present.

• Board committee meetings, except the Recipient Rights Advisory

Committee, are not generally open to non-Board members or designated staff except at the invitation of the Executive Director.

Closed meetings 4.6

All regular meetings of the Board will be open to the public except when allowed by the Michigan Open Meetings Act (PA 267 of 1976).

To close a meeting, a motion must be made and approved on a roll-call vote,

recorded in the minutes at which the vote is taken, by a 2/3 majority of the Board; stating in the minutes the specific purposes for closing the meeting. Business conducted in the closed session must pertain directly to the stated purpose for closing the meeting.

A separate set of minutes shall be taken by the clerk of the public body at the

closed session. The minutes shall be retained by the clerk of the public body, are not available to the public, and shall only be disclosed if required by a civil action filed under section 10, 11, or 13 of the Open Meetings Act. These minutes may be destroyed 1 year and 1 day after approval of the minutes of the regular meeting at which the closed session

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was approved (MCL15.267).

Meeting agenda packet 4.7 A considered attempt shall be made to post a preliminary agenda on the Board’s

web-site at least three days before the Board meeting. For Board members without internet service, the agenda will be mailed three days before the meeting. All matters to be considered by the Board at the meeting will be included on the agenda. The Board may vote to waive this requirement to discuss only items on the published agenda by a majority vote of the Board members in attendance at the Board Meeting.

Board meeting agendas will be developed by the Executive Director and

considered by the Board for approval at the beginning of the Board meeting. All Board members will have an opportunity to request items be placed on the

agenda.

The agenda may be amended after the meeting is convened only in cases where immediate action on the item is necessary, or when the item is for Board information, and only by consensus of a majority of the Board members. A Board member or the Executive Director may request changes to the agenda during the item on the agenda that asks the Board to approve the agenda.

The AVCMHA Board meeting agenda will approximate the following outline:

• call to order by the Board Chairperson or other presiding officer and determination of a quorum

• approval of agenda • consideration, correction and approval of minutes of the previous

meeting • public, staff, or consumer comment • standing committee reports and recommendations for Board action • special committee/task force reports and recommendation for

Board action • unfinished business • new business • adjournment

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Staff attendance at Board meetings 4.8

Since it is the policy of the AVCMHA Board to hold our Executive Director accountable for all management of AVCMHA, it is left to the Executive Director to invite any staff to the Board or committee meetings that the Executive Director needs as resources for issues the Board will consider during the meeting.

Open Board meetings 4.9

Policy for public organizations

The AVCMHA Board complies with the state open meetings law. Regular meetings of the Board will be open to the public except on the occasion when the Board votes to close the session for purposes defined by state law, and in the manner prescribed by state law.

However, those attending Board meetings, other than the Board and the Executive

Director and designated staff, will be asked to sit away from the Board table in an area designated for visitors to the meeting. Visitors will also be asked to refrain from taking part in the Board's deliberations except upon request from the Board, and visitors will otherwise not disrupt the Board's work.

Board meetings open to the public view should not be confused with public

meetings in which anyone is allowed to speak. The Board recognizes in all instances its right to control Board meetings.

Visitors may use the public comments agenda item to address the Board (see

Public Forum policy 4.11). Or visitors may ask for time on the Board agenda if the request is made to the Executive Director at least by noon, the Monday prior to the scheduled date of the Board meeting. The Executive Director and the Board Chairperson will determine if the request to be on the agenda is honored, and how much will be allocated to the agenda item.

Public forum 4.10

Each meeting agenda, except special meetings of the Board, will include time for Public Comment. Fifteen (15) minutes total will be allocated for each Public Comment period. Each speaker will be limited to three minutes. All persons wishing to speak during the Public Comment period must sign-up to speak at the time of the meeting. Speakers will be recognized by the Chairperson in the order their name appears on the

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sign-up sheet. Those not afforded the time to speak in the first Public Comments section, will be recognized first, in the order their names appear on the sign-up sheet, in the second Public Comments section.

Voting 4.11

All members of the AVCMHA Board who are present when a question is put will vote upon the question unless excused by the other members present or unless disqualified by conflict of interests. Results of the vote will be recorded.

Voting on all motions will be by voice unless requested otherwise by a member of

the Board, at the direction of the Board Chairperson , or required by these policies. Members attending a meeting of the Board telephonically or by other electronic

means may vote on the question. All such votes must be roll-call votes with the results recorded by the names of the Board members.

All voting by which AVCMHA funds are appropriated must be by roll call and

the results will be recorded by names of Board members.

Voting to elect officers of the Board will be by secret ballot if there is a contested election.

A Board member who is present at a meeting of the Board at which action is taken on any Board matter, will be presumed to have concurred in the action taken unless the dissent of the Board member is entered in the minutes of the meeting. Such dissent will be indicated by a simple "no" vote on the action.

A Board member who is absent from a meeting of the Board at which action is

taken will be presumed to have concurred in the action unless the trustee will file a written dissent with the secretary of the Board within a reasonable time after learning of the action.

Quorum 4.12

A majority of all currently appointed members of the AVCMHA Board will constitute a quorum for the purpose of conducting official Board business.

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Disqualification for voting 4.13

No member of the AVCMHA Board may vote on any matter in which the Board member has a direct financial interest.

No member of the Board nor any employee of AVCMHA will have proprietary

business dealings with AVCMHA which directly or indirectly result in gain or profit to such Board member or employee unless he/she first files a statement with the Chairperson of the Board of the intent to have such business dealings, and states therein the nature, type, and extent of the transaction and interest of the Board member or staff person. Remaining Board members must, by majority vote, give approval.

Minutes of the Board meeting 4.14

Records of all actions of the Board will be set forth in the minutes of the meeting. Minutes will be kept on file as the official record of the AVCMHA Board.

The office of the Executive Director of the Board will be custodian of the

minutes. However, it is vital that all members of the Board and the Executive Director be able to fully participate in the discussions and deliberations, so minutes will be recorded in writing during each meeting by a member of the AVCMHA administrative staff or by a volunteer, not by a member of the Board, or by the Executive Director.

Minutes of the meeting are a record of the actions of the Board, not a record of

discussion. Minutes of AVCMHA Board meetings will include:

• the date, time and place the meeting was called to order. • the type of meeting--regular, special or continued. • the name of the presiding officer. • a statement that a quorum was or was not present. • the names of those Board members present and the names of those

Board members absent from the meeting. • the exact wording of all motions, whether passed or failed. • disposition of each motion made--passed or failed. (If the vote is

by roll call, each Board member's vote will be recorded by name. When a ballot vote is taken, the number voting for and the number voting against will be recorded. No views, protests or explanations

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from Board members about the vote will be recorded in the minutes unless the full Board votes to allow such entries.)

• notation of each committee report. • notation that financial reports were examined by the Board. • notation of time of adjournment of the meeting.

Committee reports or resolutions may be attached to the minutes if these items are

important clarification for the minutes of the meeting.

Parliamentary authority 4.15

Meetings of the AVCMHA Board will be governed by the parliamentary rules as outlined in Robert's Rules of Order Newly Revised in all cases where current bylaws and current Board policies do not apply.

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Chapter 5 Organizational Finance

Fiscal year 5.1

The AVCMHA fiscal year will be the first day of October to the last day of September.

Financial management 5.2

Financial resources of AVCMHA are the responsibility of the Board of Directors. The Board will:

• have a clear plan for acquisition of financial resources to pay for

the programs and services provided by AVCMHA • provide guidelines for management and allocation of financial

resources which will produce optimum benefit for those we serve. • monitor and evaluate the financial plans and guidelines of

AVCMHA to ensure the financial integrity of AVCMHA.

Budgeting 5.3

An annual operating budget will be prepared by the Executive Director and presented to the Board for approval prior to October 1 of each year. A public hearing will be advertised and conducted at the Board meeting where the budget is presented. The budget will reflect the cost of carrying out the programs and services of AVCMHA for the next fiscal year. This budget will also reflect the anticipated revenues of AVCMHA. The budget which is presented may reflect a continuation budget if revenues for the upcoming year are not yet finalized.

The budget will be viewed by the Board as their financial plan for AVCMHA,

and approval of the general budget by the Board will be authority for the Executive Director to manage AVCMHA's finances according to the plan without seeking further approval of the Board. The Executive Director will keep the Board well informed of the ongoing status of the financial plan, and will not make expenditures outside the limits of the overall budget plan without seeking Board approval to amend the budget. However, line item expenditure amendments, within the limits of the overall budget, may be made

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by the Executive Director, with such amendments being reported to the Executive Director & Finance Committee on a timely basis. Amendments to the budget will be presented to the Board for approval for any of the following reasons:

• AVCMHA enters into compacts or contracts that were not

included in the approved budget.

• Management proposes a major expenditure that was not included in the approved budget.

• Significant unanticipated revenues are received or cost overruns

occur.

Working capital reserves 5.4 It is the goal of AVCMHA to have a working capital reserve sufficient to keep

AVCMHA operating for at least a 30-day period.

Accounting 5.5

The accounting system used by AVCMHA will utilize generally accepted accounting practices that are required by regulatory or lending agencies and the AVCMHA auditor.

The accounting practices and procedures used by AVCMHA will allow for

adequate management of AVCMHA's revenues and expenses, and will provide adequate systems of monitoring by the Board of Directors as well as outside auditors.

Financial reports and audits 5.6

Reports reflecting the financial condition of AVCMHA will be presented to the Board monthly. These financial reports will include:

• at least quarterly status of expenditures on major capital projects.

• monthly statement of cash flow.

• monthly revenue and expense statement for the month and year-to-date

with comparison to the budget.

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Standard internal controls involving separation of duties shall be followed to the

extent possible in a smaller organization. Monthly bank reconciliations are completed by personnel not involved in the preparation of checks from each account. Reconciliations are reviewed monthly by the Associate Executive Director for Finance and Operations who reports on the status of the same to the Executive Director.

An annual audit of AVCMHA's finances will be conducted by an independent

auditor appointed by the Board. The scope of those audits will be determined from time to time by the Board, and will satisfy all regulatory and contractual requirements.

The Executive Director will annually arrange with the auditor approved by the

Board to do the audit.

The Executive Director or his/her designee will solicit bids for the audit from two or more qualified firms, and will recommend to the Board a firm to perform the audit. The Board’s selection will be based on consideration of cost, professional qualifications, reputation and relevant experience.

Signing checks 5.7

Authorized signatories for all fund accounts must include two of the following: the Chairperson of the Board, the Treasurer of the Board, other Board officers, the Executive Director, and the Associate Executive Director for Finance and Operations.

Electronic check signatures may be used. Such signature will contain the

facsimile signatures of two authorized signatories.

It is the responsibility of the Executive Director to ensure that signatures can be gained from appropriate signatories so that payment can be made on obligations of AVCMHA. It is also the responsibility of the Executive Director to ensure that adequate controls and safeguards have been established to ensure disbursement of funds only for proper purposes.

It is the responsibility of all check signers to ensure that there is adequate

documentation, consistent with good internal controls, for valid payment of checks they sign.

The Board may authorize and approve the establishment of other accounts and And signatories that do not require Board signature. In all such cases the The Associate Executive Director for Finance and Operations will oversee and Report quarterly on the status of said accounts to the Executive Director.

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Use of credit cards 5.8

Credit cards may be issued to designated administrators, and used by supervisors or staff. Such employees are responsible for the protection and custody of credit cards issued to them. Procedures for implementation of this policy are found in the Board’s Administrative Procedures Manual.

Purchase orders 5.9

Staff purchases of supplies and materials will be made only with a properly authorized purchase order signed by the Executive Director or a member of the management staff authorized by the Executive Director to sign purchase orders. Routine purchases, such as food and consumable supplies essential to the daily operation of the program, may be authorized at the Associate Executive Director, Program Director, or home supervisor level within the vendor limits approved by the Executive Director. Non routine purchases shall require approval by the Executive Director.

The Executive Director may approve non-routine purchases and services, with cost up to $5000.00 without Board approval, with the report of the purchases or services to the Executive Director and Finance Committee on a routine basis. Bids are not required for items costing less than $3000.00, but in such cases price comparisons must be conducted to ensure competitive pricing, unless the purchase is made or service provided from an approved vendor from the Approved Vendor List approved by the Board and maintained by the Associate Executive Director for Finance and Operations.

Contracts 5.10

The Executive Director may approve service agreements and contracts that cost less than $10,000 annually or over the contract life. The Executive Director may also approve agreements which continue the same service level and cost from a prior contract. These agreements must be done within the approved budget line item spending limits. All other contracts must be approved by the Board of Directors. New contracts which cost more than $10,000 annually may be reviewed by an attorney at the Executive Director’s discretion to assure the agreement is legally sound and that AVCMHA interest is protected.

All service agreements and service contracts shall be awarded on the basis of cost, experience, and references. No contracts may be written or awarded to employees or Board members or their immediate family without Board approval.

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At minimum, all contracts must contain the purpose, effective dates, authorized signatures, amount to be paid, how liability risks are covered or met, and services to be provided. The contract must comply with State contract and regulation requirements, BBA and HIPAA requirements, and any other known

applicable regulations.

Investment practices 5.11

All monies received will be deposited intact with the IOSCO County Treasurer or in a depository approved by the Board of Directors at least monthly. Accounts will be reconciled monthly with a report of the reconciliation made to Board. All monies received will be recorded on a sequentially numbered receipt and an adequate, brief description of the type of revenue will be included on the receipt.

Investments must be government-secured and guaranteed. Investments may be

made at the discretion of the Executive Director within the plan adopted by the Board, with the exception of any investments in securities with a maturity of more than one year, which must have the prior approval of the Board.

The Executive Director will present reports to the Board at least quarterly which

show the status of all investments, including the rate of return and current market value.

Executive Director limitation 5.12

The Executive Director may not risk financial losses to AVCMHA beyond those that may occur in the normal course of business. The Executive Director will:

• ensure against embezzlement, casualty losses to full replacement

value, and against liability losses (to Board members, organization or staff) beyond the minimally acceptable prudent level.

• ensure that all personnel with access to significant amounts of

AVCMHA money are appropriately bonded or insured . • ensure that facilities and equipment are properly maintained. • limit exposure of AVCMHA, the Board or staff to claims of

liability. • disburse funds only under controls sufficient to meet the Board-

appointed auditor's standards.

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• invest operating capital only in secure short-term investments. • ensure off-site backup of all electronic content, data and other

financial records necessary for uninterrupted operation of AVCMHA.

Spending authorizations 5.13

The procedures for purchasing equipment and other capital outlay are as follows:

1. A Purchase Order form is to be filled out for purchases. In emergency cases or electronic ordering, this requirement may be waived.

2. Items with a value under $5000.00 require approval of the Director, or his/her designee, with review by the Executive & Finance Committee.

3. Items with a value above $5000.00 and over require Board approval.

4. Items with a value over $3,000 require a good faith attempt to obtain at least three competitive bids.

5. The Executive Director is authorized to purchase replacement equipment in the event of an equipment breakdown which threatens the well being and safety of service recipients or the integrity of Agency operations. The Executive Director shall exercise this authority prudently, including comparing the cost of repair with the cost of replacement, and including securing competitive prices for such replacement where possible. This authority shall not exceed $10,000 per incident.

6. In those circumstances where the Board has approved contracts with other agencies, under which funding is designated for specific purposes, including equipment, the Executive Director shall have the authority to expend funds for those purposes, within the limits of the designated funding; so long as he/she shall use the low bid when called for in the purchase of equipment. The Executive & Finance Committee shall be informed of such purchases; this informing may be done after the purchase has already been made.

A list of anticipated major capital expenditures should be included with the annual

budget that is submitted to the Board for approval.

Unbudgeted emergency repairs to the physical plant or equipment that must be completed immediately, and cannot be practically submitted to the Board for approval, may be authorized by the Executive Director . The Board of Directors will be informed of the expenditures as soon as possible.

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Delegation of spending authority 5.14

The Board of Directors is recognized as the ultimate spending authority for AVCMHA. To more efficiently conduct AVCMH business, the Executive Director may delegate spending authority to senior administrative staff, within clear restrictions and controls.

The use of a signature stamp for authorizing signatures is prohibited.

No employee shall approve a transaction which will result in personal gain.

Approval must be at the next highest level of authority. The Executive Director has final authority for the approval of all employee transactions.

Approval of travel and personal expenses will always be at the next highest level

of authority for every employee. The Executive Director has the final authority for the approval of all employee travel and personal expenses.

No employee shall approve a transaction in which a conflict of interest exists.

If there is any doubt about the propriety of an expenditure, the employee should

not approve the expenditure, but rather refer approval from a higher authority.

Insurance/bonding protection of AVCMHA 5.15

The Executive Director will recommend to the Board all necessary bonding or insurance for staff members who handle AVCMHA funds and recommend to the Board any appropriate bonding or insurance protection to protect the finances of AVCMHA.

Charitable donations by AVCMHA 5.16

Because of the nature of the mission of this organization, AVCMHA does not make charitable contributions.

Bad debts owed to AVCMHA 5.17

If the total receivable from any one individual or organization is $100 or less, the Executive Director may authorize the debt to be written off if he/she believes the debt is uncollectable.

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Write-offs of debts over $100, which the Executive Director believes are not collectable, may be authorized only by a vote of the AVCMHA Board of Directors.

Delinquent accounts may be assigned for collection to either legal counsel or a

collection agency, or taken to small claims court, as the Executive Director deems appropriate. Collection efforts will continue even after write-off until actually collected or the attorney, collection agency or small claims court deems further efforts will be futile or not cost-effective.

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Chapter 6 Employment Policies

Chain of command 6.1

The AVCMHA Board believes strongly in the chain of command:

Board ◊

Executive Director ◊

Associate Executive Director/Administrative Directors ◊

Program Directors ◊

Supervisors ◊

Line staff

The Board is concerned about the needs and success of staff, and will work through the chain of command to facilitate the success of all AVCMHA staff.

The Board expects all staff to respect and follow the chain of command when

registering complaints, making suggestions and in any other way communicating with the Board about the business of the organization. Staff members who take complaints, requests, criticism or other organization business directly to the Board or individual Board members without working through the Executive Director will be considered insubordinate and subject to disciplinary measures.

The Board expects all Board members to respect and follow the chain of

command when communicating with staff about the business of the organization. Board members will not take complaints, suggestions, requests or demands to the staff except through the Executive Director. When a Board member receives a complaint or suggestion from a staff member other than the Executive Director, the Board member will remind the staff member of this Board's policy about following the chain of command. The Board member will also report the staff communication to the Executive Director .

Employee grievance procedure 6.2

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The objective of this policy is to promptly and harmoniously resolve grievances,

and to facilitate communication among AVCMHA employees. This policy applies to all regular employees. Board members should refer employees to the grievance procedure if a grievance is brought to their attention. The Grievance procedure is described in the Board’s Personnel Policy. Board members are not involved in the Grievance procedure until employees have first gone through appropriate appeals steps, as described in the Personnel Policy.

The definition of a grievance is: "A dispute by an employee that involves

questions of interpretation or application of the Personnel Policy Manual. Employee evaluations are not subject to the grievance procedure. Probationary employees may not use the grievance procedure, except in cases of alleged discrimination.

Personnel policies 6.3

Appropriate and complete personnel policies will be adopted by the Board, on recommendation of the Personnel Committee, and reviewed by legal counsel for accuracy and completeness.

Personnel policies are published in a separate Personnel Policy Manual. All

employees will be directed to read the most recent and updated Personnel Policy Manual, and will sign acknowledgment of such receipt.

Implementation and administration of all personnel policies are the responsibility

of management.

Professional memberships 6.4

The Board recognizes the importance of employees staying current in fields related to their employment and the importance of maintaining professional status. Therefore, when to the benefit of the Agency, AVCMHA may reimburse the cost of professional memberships in one or more professional organizations.

AVCMHA may reimburse the cost for employees to attend meetings related to

their professional memberships if the meeting is judged to be in the best interest of AVCMHA and is a part of the plan for professional growth.

Requests for reimbursement require prior approval by the Executive Director.

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Nepotism 6.5

Board members and members of their immediate families may not be employed by AVCMHA except by vote of the Board. Members of the immediate family of the Executive Director may not be employed by AVCMHA without a vote of the Board.

The term "immediate family" as used above is defined as the relationship of:

• husband and wife • father and son or daughter • mother and son or daughter • siblings

Equal employment opportunity/affirmative action 6.6

All employment decisions and personnel actions will be administered with the purpose of promoting and ensuring equal opportunity for all persons. All promotional opportunities will be publicized in accordance with procedures developed by the administration and reviewed by the Personnel Committee of the Board..

All hiring and promotional decisions will be made on the basis of valid, written job

requirements set forth in the appropriate position description or vacancy posting.

Safety and loss control 6.7

AVCMHA is committed to maintaining safety in its operations, on its property and in the delivery of programs and services.

The Executive Director or designee will provide for and actively promote ongoing safety and loss control training for all employees. The Executive Director will institute procedures, where necessary, to enhance the safety of the work environment, and will provide appropriate equipment to employees sufficient for the performance of their duties.

When necessary, the Executive Director will review safety concerns and risk

management plans with legal counsel to ensure legal compliance.

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Sexual harassment 6.8 The agency prohibits harassment of any employee. Sexual harassment is prohibited because it is intimidating, and is an abuse of power and is inconsistent with the agency’s policies, practice and management philosophy. Sexual harassment is defined as unwelcomed sexual advances, requests for sexual favors, and other verbal or physical conduct of sexual nature. Sexual harassment can take the following forms:

• Sexual conduct that interferes with another person’s work performance or creates an intimidating, hostile, or offensive work environment.

• Personnel decisions (e.g., promotion, raises, scheduling) made by a supervisor based on

the employee’s submission to or rejection of sexual advances;

• Submission to a sexual advance used as a condition of keeping or getting a job, whether expressed in explicit or implicit terms.

Any employee who feels subjected to discrimination or harassment should immediately

notify the Executive Director preferably in writing. If the employee feels uncomfortable contacting the Executive Director or if the Executive Director is unavailable, he/she may notify any Associate Executive Director or the Director of Quality and Managed Care. All sexual harassment complaints will be promptly investigated. Where harassment is found to exist, immediate corrective action will be taken. Further procedures regarding sexual harassment claims are found in the Board’s Personnel Policy.

Smoking on AVCMHA premises 6.9

Smoking and the use of tobacco is prohibited within all AVCMHA facilities.

AVCMHA will assist smokers wishing to quit smoking. Several options in this regard will be available to smokers through the Human Resources Coordinator .

Drug-free workplace 6.10

Employees are AVCMHA's most valuable resource, and for that reason their health and safety are of concern.

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The manufacture, distribution, possession or use of alcohol or controlled substances, including amphetamines, barbiturates, heroin or opiate derivatives, or hallucinogens, other than medications which are legally prescribed and legally used, while on the job or on AVCMHA property will result in disciplinary action.

Alcohol is prohibited on AVCMHA property and in AVCMHA operations.

The legal use of drugs or controlled substances which are prescribed by a licensed physician is not prohibited, but employees in positions where such drug usage may affect the safety of themselves or others are required to make such use known to an appropriate AVCMHA supervisor. Minimally, this obligation applies to employees operating AVCMHA vehicles and employees using equipment which, if improperly used, may result in personal injury or property damage.

Any physical examination that AVCMHA requires may include testing for drug or alcohol use and abuse. Further, if AVCMHA has probable suspicion to believe that an employee is using or is under the influence of controlled substances or alcohol, the employee must submit to testing. If the employee refuses to submit to the testing or sign the consent form to allow such testing, it will constitute a presumption that the employee is under the influence of alcohol or drugs. Refusal to consent and cooperate in the drug testing will be grounds for immediate discipline. Procedures regarding this matter are found in the AVCMHA Personnel Policy Manual.

Law enforcement officials will be notified whenever illegal drugs are found in the workplace, and AVCMHA will fully assist in any resulting investigation and prosecution.

Whenever possible, AVCMHA will assist employees in overcoming drug, alcoholism and other problems which may adversely affect employee job performance, but AVCMHA will not tolerate drug usage that may affect the safety of its work force or others.

References for employees leaving AVCMHA 6.11

It is the policy of the AVCMHA Board that no employee or Board member of AVCMHA will provide performance references for/about former employees.

When requests for such references are received, with appropriate releases from

the former employee, they will be referred to the Executive Director or Human Resources Coordinator. The Executive Director or Human Resources Coordinator will provide the requesting party only the position and dates of employment for the former employee, a statement as to the employee’s eligibility for re-hire, and a copy of this policy statement; except to the degree that there are legal requirements for the provision of additional items from the employee’s record.

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Chapter 7 Board Officers

Officers of the Board and job definitions 7.1

Officers of the Board will be a Chairperson, vice-Chairperson, secretary and treasurer elected by a majority vote of the Board.

The Chairperson of the Board will collaborate with the Executive Director to prepare Board meeting agendas, preside at Board meetings, appoint committees, sign official documents requiring Chairperson signature, and may represent the Board in public and official capacities as instructed by the Board. The Chairperson will also:

• serve on the Executive and Finance Committee.

• make special assignments and appoint representatives to other

organizations including the NMRE Board.

• act as liaison between Board and Executive Director.

• encourage the Board to do long-range planning.

• assist Board members to build their Board skills.

• act to discipline Board members who violate ethical standards of the Board.

• encourage all Board members to participate in Board activities.

• ensure that all Board members' views are represented in Board

meetings.

The Vice-Chairperson will preside at Board meetings in the absence of the Chairperson and assume the office of the Chairperson when the Board determines that the Chairperson can no longer serve. The vice-Chairperson will also:

• serve on the Executive and Finance Committee.

• work with the Chairperson to be prepared to assume that office if

necessary. • manage special assignments as requested by the Board Chairperson.

The Secretary will oversee the records of the Board, including meeting minutes,

the charter and any historical documents. When required, the secretary will also sign

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notes, contracts and other official agreements on behalf of AVCMHA and at the direction of the Board. The secretary will also serve on the Executive and Finance committee.

The Treasurer will oversee but not manage the financial records

of AVCMHA, and ensure that the Board regularly receives good reports of the financial condition of AVCMHA. The treasurer will also: • assist the Board to understand the annual budget before approval. • arrange in-service programs for the Board so Board members will be

better able to understand the financial reporting process. • serve on the Executive and Finance Committee. • ensure that the Board arranges for an annual audit of the AVCMHA

books. • regularly reviews Board expenditures

Officer election process 7.2

Officers will be elected during reorganization of the Board, after April 1 of a given year. The Board of Directors will follow the following procedures in electing its officers:

• a nominating committee will report one or more qualified nominee for

each office. • election will be at a meeting at which a quorum of Board members is

present; and will be by secret ballot for any office for which there is more than one candidate.

• only Board members present for elections will be allowed to vote for

officers. There will be no "absentee ballots," or telecommunications voting.

• officer candidates must have consented to seek office before their name is

placed in nomination. • nominations will be open for any eligible candidate who has given prior

consent; and may be made either by the Nominating Committee or from the floor.

• the Nominating Committee will encourage candidates to disclose their

interest in the office.

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• all voting between multiple candidates for the same office will be done using paper ballots.

• election must be by a majority of those members present and voting. • the Chairperson of the Nominating Committee will chair the Board

meeting during the portion of the meeting in which the Chairperson of the Board is being elected.

Officer authority 7.3

Officers of the Board are elected to be servant-leaders of the Board. All authority of the officers is delegated to them by the Board of Directors. No officers will have any authority to speak or act on behalf of the Board other than that authority specifically granted in the AVCMHA bylaws, in Board policy or by majority vote of the Board of Directors.

Vacancies of officer positions 7.4

If a vacancy occurs in any elected office except Chairperson because of resignation, death, ineligibility to hold office, or formal removal of an officer by the Board, the Board will proceed to fill the vacancy at the earliest possible time.

If the vacancy occurs in the Chairperson's office, the vice-Chairperson will

assume the office as soon as the Board of Directors declares the position vacant; and will serve in that position until the Board’s next organizational meeting.

A vacancy is filled in the prescribed manner of election of officers in this policy.

Removal of officers 7.5

The AVCMHA Board has the right to remove any officer from that elected position by the same authority that elected the officers. Officers may be removed from office for:

• gross or willful neglect of the duties of the office. • misuse of AVCMHA funds. • conviction of a felony.

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• intentional lack of public support for the AVCMHA mission, staff

or programs. • failure to inform the Board about issues that might impact Board

decisions.

Procedure for removal of any officer from office will be a simple majority vote of the Board.

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Chapter 8 Committees of the Board

The Board may establish or abolish standing or special committees as necessary.

Committee purpose 8.1

It will be the purpose of any committee appointed by the AVCMHA Board to assist the Board of Directors to govern more efficiently. A Board committee is not designed to do staff work. Committees will be used to investigate, deliberate and analyze special issues on behalf of the Board.

Committee authority 8.2

Any committee established by the Board will have only the powers specifically delegated to it by the Board. Functions of each committee will be in writing as part of Board policy or recorded in the minutes of the meeting at which the committee was established.

Committee accountability 8.3

Committees are a subsidiary of the Board, and will be expected to report their work to the full Board on a regular basis. Each committee will be expected to make recommendations to the Board for action, such recommendations to be made by a member of the committee in the form of a motion at a full Board meeting.

The following Committees are standing committees of the Board: Executive and Finance; Personnel; Program; Recipient Rights Advisory; Recipient Rights Appeals; Building. Nominations Committee is appointed as needed. In addition, special work groups may be created by the Board for a limited time and purpose.

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Appointment of committees 8.4

The Chairperson of the Board will appoint all committee members, taking into consideration the preference of the Board members for committee assignment. Board members will be polled as to their committee preference.

Duties of committee members 8.5

Duties of the members of individual Board committees will vary, but certain basic committee member responsibilities remain the same for all committees. Those responsibilities include:

• attending all meetings of the committee to which the Board

member is assigned. • preparing for committee meetings by researching issues to be

discussed at committee meetings. • actively participating in discussions at committee meetings. • following through promptly on any assignments for the committee.

Committee meetings 8.6

The committee Chairperson will convene all meetings of the committee or a majority of the committee members may call a committee meeting. Meeting dates will be coordinated with the Executive Director to avoid conflict and to ensure completion of staff support and research for the committee.

Minutes will be kept of committee meetings. Committees will submit a written

summary of committee actions and recommendations to the Board in the Board meeting packet for the meeting at which committee recommendations will be considered.

Guidelines for the committee Chairperson 8.7

The committee Chairperson will be expected to lead the committee just as the Board Chairperson is expected to lead the Board. The committee Chairperson is accountable for ensuring the productivity of the committee by:

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• coordinating the agenda for the committee meetings with the

Executive Director . • ensuring that all members of the committee are notified of

committee meetings. • convening committee meetings, and keeping meetings on track. • coordinating with the Executive Director to have an administrative

staff member keep a written record of committee actions. • encouraging the committee to make recommendation to the Board

on the issues discussed by the committee. • ensuring that reports and recommendations for action from the

committee are presented to the full Board.

• leading the committee to evaluate its own operations.

Description of Committee Responsibilities 8.8

Key: R = Review and Recommendation I = Information O = Other responsibilities

STANDING COMMITTEES 1. EXECUTIVE & FINANCE COMMITTEE

1. R Reviews and recommends general Budget and amendments to same.

I Receives proposed Budget from Executive Director at September meeting of Committee.

R Receives information & makes recommendation to the Board relative to proposed amendments as needed, and makes recommendation regarding them.

I Receives from the Executive Director and reviews information as to changes in the line-item Expenditure Budget which he/she makes during the year.

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2. R Reviews and recommends monthly Financial Statements. Reviews monthly reports.

I Reviews Financial Statements and check vouchers in advance of Committee meeting, when available.

3. Reviews contracts and recommends action where appropriate.

R The Committee recommends action for the following contracts:

-Major funding sources (DCH, Northern Michigan Regional Entity.)

-Continuing service providers (consultants, hospitals, public transits, and foster care homes).

-Building and equipment leases.

I The Committee receives reports from the Executive Director for the following contracts and agreements which are within his authority:

-Grants & other small funding sources( less than 10% of

Agency funding).

-One-time service agreements over $5000.00.

-Agreements for disbursement of grant pass through funds.

-Interagency agreements which define how service is to be provided.

-Fee-for-service agreements.

4. Reviews equipment purchases.

R Makes recommendations for equipment purchases over the limit of the Executive Director's authority.

-Executive Director provides information regarding the need for the purchase.

-Executive Director attempts to secure bids, based on common specifications, as required.

I Reviews a summary of equipment purchases within the limit of the Executive Director's authority.

5. R Reviews and makes recommendations for the Board’s insurance needs.

6. R Reviews and makes recommendations regarding issues not assigned to other Committees of the Board.

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7. R The Committee recommends Board Policies. Reviews policies as needed on an annual basis, and makes recommendations for change. Performs full review of Policies at least every four years and makes recommendations for change.

I Receives from the Executive Director a copy of current Policy, with proposals for changes, with rationale for those changes.

8. R The Committee reviews proposed legislation as requested by Board or Executive Director and makes recommendations to Board relative to support, opposition, or proposals for amendment of such legislation.

I Receives from the Executive Director, in advance, copies of proposed legislation, with a summary of the intent and implications of the legislation.

2. PERSONNEL COMMITTEE

1. R The Committee reviews and makes recommendations for revisions of Personnel Policy.

1. Makes annual review of proposed changes.

2. Makes recommendations for adjustments in the merit raise system on an annual basis.

3. Does full review, with legal assistance, at least every four years.

I Staff are encouraged to submit written suggestions for change, through the Executive Director. Staff are provided a response by the Executive Director after completion of the review.

I The Executive Director provides the Committee an annotated summary of all proposed changes presented to him/her as a basis for their consideration.

I Changes to the Personnel Policy are posted to the Board website. Changed pages are provided to official copies of the Policy after annual reviews. A new edition of the Policy is published after a full review.

2. R The Committee conducts Level IV Grievance Hearings, within the

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definition of a grievance within the Personnel Policy; and issues a finding which is subject to review by the Board after such a hearing.

I The Committee receives from the Executive Director, in advance, the report from the Level III hearing and other pertinent information.

1) R The Committee reviews and makes recommendations for the establishment of new staff positions and corresponding salary scale placements and the initial job descriptions for such positions; and elimination of existing positions.

I The Committee receives from the Executive Director the rationale for establishment or elimination of a position with supporting rationale.

I The Committee receives from the Executive Director a draft of a new job description. Revisions in existing job descriptions to reflect changes in the job, are within the Executive Director’s authority, except that revisions requiring a change in the salary range for the position must be reviewed by the Committee for recommendation to the Board.

2) R The Committee performs an annual review of staff salary and benefit packages, and makes recommendations to the Board regarding adjustments to such packages. The Committee normally performs this review near the beginning of the fiscal year.

I The Committee receives from the Executive Director a summary of issues which need to be addressed related to salary and benefits; alternatives for addressing; and supportive data.

I The Committee receives from the Executive Director a summary of staff concerns which staff wish brought to the Committee’s attention.

I The Committee provides the opportunity for staff comments on proposed final changes and considers such comments, before making a recommendation to the Board.

3) R The Committee conducts a policy compliance review in respect to the termination of employment of any employee who has successfully concluded probation.

I Employees who have not successfully concluded probation are at-will employees, and the termination of their employment is within

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the authority of the Executive Director. The Committee receives a report from the Executive Director regarding such terminations.

I The Committee receives from the Executive Director, in advance of the final termination of employment, the following information: the policy based reason for termination; any history of other performance which was less than expected; any history of prior disciplinary action; evidence that the staff person was trained appropriately; and any explanation offered by the staff person at the termination hearing.

I The Committee may provide the opportunity for the staff person to present a statement on his/her own behalf. No other representation is allowed at the Committee. The staff person is excused prior to the Committee’s deliberation and recommendations regarding the proper application of policy.

4) O The Committee performs an annual review of staff turnover and areas of recruitment difficulty.

I The Committee receives these data from the Executive Director.

5) O The Committee performs a regular review of summaries of staff evaluations and changes in employee status.

I The Committee receives these reports from the Executive Director.

6) R The Committee reviews and makes recommendations regarding the Executive Director’s annual evaluation; and makes recommendation to the Board regarding the Executive Director’s contract.

I The Committee receives a summary of individual Board member evaluations of the Executive Director from the Board Chairperson.

4. PROGRAM COMMITTEE

3. R The Committee reviews Board programs and makes recommendations regarding expansion, cutbacks, and modifications of programs.

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I Committee receives data from the Executive Director describing community needs, program innovations, current and projected resources, and the priorities of funding sources.

I Committee receives from the Executive Director plans for program change where appropriate. Such plans may include number of consumers involved, deployment of staff resources, expected outcomes, and changes in building and equipment needs.

4. O The Committee reviews, evaluates, and reports to the Board on the effectiveness and efficiency of programs.

I Committee receives from the Executive Director evaluation reports, both those generated internally and those provided by funding sources and accrediting bodies.

I Where serious needs for change are identified, Committee also receives from the Executive Director plans for making such change.

5. RECIPIENT RIGHTS ADVISORYCOMMITTEE

All meetings of this Committee are subject to the requirements of the Open Meetings Act.

1 R The Committee establishes an Office of Recipient Rights within the requirements of the Mental Health Code, makes recommendations to the Board regarding its operations, and reviews reports from it.

2. A The Committee serves as the Board’s Recipient Rights Appeals Committee, as described in Section 774 of the Mental Health Code.

A The Committee meets within 5 days of an appeal being received to determine if the appeal should be heard. Complies with other time frames provided by the Mental Health Code.

A The Committee meets within 30 days of an appeal being received to review the facts stated in all complaint investigation documents. After reviewing these facts, the Committee takes one of the four following actions:

a) Uphold the investigative findings of the office and the action taken or plan of action proposed by the Executive Director.

b) Return the investigation to the office and request that it be reopened or reinvestigated.

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c) Uphold the investigative findings of the office but recommend that the Executive Director take additional or different action to remedy the violation.

d) Recommend that the Board request an external investigation by the State Office of Recipient Rights.

3. A The Chairperson of the Committee, after the Committee concludes a hearing, shall document the Committee=s decision in writing; and, within 10 working days after the Committee reaches its decision, shall provide copies of the decision to those individuals who are required by the Mental Health Code.

I Receives from the Executive Director information relative to the appeal in advance of the hearing.

4. R The Committee reviews summary reports of recipient rights activity semi-annually, and makes recommendations to the Board regarding them.

6. RECIPIENT RIGHTS APPEALS COMMITTEE

1. A The Committee serves as the Board’s Recipient Rights Appeals Committee, as described in Section 774 of the Mental Health Code.

A The Committee meets within 5 days of an appeal being received to determine if the appeal should be heard. Complies with other time frames provided by the Mental Health Code.

A The Committee meets within 30 days of an appeal being received to review the facts stated in all complaint investigation documents. After reviewing these facts, the Committee takes one of the four following actions:

e) Uphold the investigative findings of the office and the action taken or plan of action proposed by the Executive Director.

f) Return the investigation to the office and request that it be reopened or reinvestigated.

g) Uphold the investigative findings of the office but recommend that the Executive Director take additional or different action to remedy the violation.

h) Recommend that the Board request an external

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investigation by the State Office of Recipient Rights.

2. A The Chairperson of the Committee, after the Committee concludes a hearing, shall document the Committee’s decision in writing; and, within 10 working days after the Committee reaches its decision, shall provide copies of the decision to those individuals who are required by the Mental Health Code.

I Receives from the Executive Director information relative to the appeal in advance of the hearing.

7. BUILDING COMMITTEE

1. R The Committee makes annual review of all properties belonging to the Board. Makes recommendations to the Board for needed improvements in such properties. Provides counsel to the Executive Director regarding maintenance which must be done on an emergency basis or which is otherwise in his/her authority.

I Committee receives from the Executive Director a list of items needing their attention as they visit each property.

O Committee also reviews available vehicles in the process of inspecting properties.

2. R Reviews the Board’s space needs annually. Makes recommendations to the Board for new construction or changes in existing buildings, including those leased by the Board.

I Committee receives recommendations from the Executive Director regarding space needs of the Board’s programs.

7) O The Committee reviews and reports to the Board on the status of any current construction projects.

NON-STANDING COMMITTEES

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1. NOMINATING COMMITTEE

3. The Committee is appointed at the March Board meeting and meets prior to the April Board meeting.

4. R The Committee annually considers candidates for the Officers of the Board, and makes recommendations to the Board of one or more candidates for each office.

I The Committee receives information from the Executive Director as to Board members who have expressed a willingness or interest in serving in one of the Board offices.

5. O The Committee Chairperson conducts the election of Officers by the Board in accordance with Robert’s Rules presenting candidates proposed by the Committee and providing the opportunity for any additional nominations from the floor.

2. OTHER COMMITTEES

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Chapter 9 AVCMHA Facilities

Conflict of usage 9.1

Individuals, groups or organizations may be given permission to use AVCMHA meeting rooms for indefinite or extended periods of time or on a regular schedule, such as a specific date or dates in each week or month. Such permission may be granted by the Executive Director.

Requests for use of AVCMHA facilities for other than AVCMHA business will

not be granted until it is clear that such use will in no way hinder the full use by AVCMHA. A calendar of approved requests will be maintained to avoid scheduling conflicts.

Accountability for proper and safe usage 9.2

Requests must be made in writing by one person, representing a group or organization, who will be obligated to AVCMHA for the safe and proper use of AVCMHA facilities.

Individuals belonging to a group whose request is approved will be required to

comply with the security procedures which are established by AVCMHA, when using AVCMHA facilities.

A record will be maintained of each request received showing the name of the

individual, group or organization requesting use of AVCMHA facilities, the date and hours of use.

Accessibility of facilities 9.3

It is the policy of the AVCMHA Board that all facilities will be physically accessible according to the guidelines of the Americans with Disabilities Act (ADA). The Executive Director or his/her designee will annually review the facilities to ensure that all facilities meet the minimum standards of ADA.

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Gifts acceptance 9.4

The AVCMHA Board encourages gifts of materials, equipment, money or gifts in kind. However, the Board also recognizes that all gifts may not be acceptable to AVCMHA needs or principles, and may involve expenses beyond the value of the gift.

Therefore, before acceptance, all gifts must be approved by the Executive

Director as appropriate for AVCMHA needs and within the boundaries of the established mission and philosophy of this organization. If there is question about the appropriateness of the gift, the Executive Director will bring the issue to the Board for resolution.

The AVCMHA Board encourages those who give gifts to the organization to

allow the most appropriate use of the gift to be determined by the Board, Executive Director and staff who will give serious consideration to the wishes of the donor. However, final decision of how a gift will be used always remains with the Board, Executive Director and staff of AVCMHA. If the donor cannot accept this regulation, the gift will not be accepted by AVCMHA.

AVCMHA will provide acknowledgement of receipt of all gifts accepted by the

organization, but AVCMHA will not be responsible for appraisal of the value of a gift for income tax or other purposes.

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Chapter 10 Board Member Job Description

Board member responsibilities 10.1

Board members are responsible for determining AVCMHA policy in human resources, planning, finance, community relations, and organizational operations.

Human Resources - Board members have three key responsibilities in this

area: • Executive Director oversight, which includes hiring, termination,

disciplining and ongoing evaluation of the Executive Director; • personnel policies, which includes policies relating to the

Executive Director’s employment, and ensuring that the Executive Director has complete and up-to-date policies in place for management of staff.

• annual review of Board's salary schedules ,merit raise system, and

benefits

Planning - Board members have three key responsibilities in this area:

• establishing and reviewing AVCMHA mission/philosophy/goals; • planning which services/programs AVCMHA provides; and • evaluating AVCMHA services/programs and operations on a

regular basis.

Finance - Board members have four key responsibilities in this area:

• ensuring financial accountability of AVCMHA; • overseeing an ongoing process of budget development, approval

and review; • ensuring that adequate funds are available to support AVCMHA's

policies and programs; and

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• overseeing properties or investments of AVCMHA.

Community Relations - Board members have three key responsibilities in this area:

• ensuring that AVCMHA's programs and services appropriately

address the needs of those we serve; • advocating for AVCMHA's services/programs, which includes an

awareness that Board members are always emissaries of AVCMHA in the community; and

• cooperative action, which includes determining occasions when

AVCMHA could/should take part in coalitions, joint operations, etc.

Organizational Operations - Board members have four key responsibilities in this area:

• ensuring that AVCMHA's management systems are adequate and appropriate;

• ensuring that the Board's operations are adequate and appropriate,

which includes writing policies for conduct of meetings and operation of Board business;

• ensuring that organizational and legal structure are adequate and

appropriate; • ensuring that AVCMHA and its Board members meet all

applicable legal requirements.

Performance expectations for Board members 10.2

In performing duties as a member of the AVCMHA Board, every Board member is expected to:

• demonstrate a strong belief and commitment to AVCMHA’s

mission and vision.

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• devote the necessary time to prepare for and participate in Board

and committee meetings. • exhibit high ethical standards and integrity in all Board actions. • be an enthusiastic advocate for AVCMHA. • take responsibility and accountability for AVCMHA and all

decisions made by the Board. • spend the time necessary to learn how to do the job, and maintain

an ongoing schedule of in-service to learn how to do the job better. • demonstrate willingness to work as a team member with other

Board members and the Executive Director.