BY-LAWS
Baltimore
AreaHealthEducationCenter
Adopted April 2016
BY-LAWS
BALTIMORE AREAHEALTH EDUCATIONCENTER,INC.
ARTICLEI. Name
Section 1.Legal Name
Thename ofthis organization shallbeBaltimoreAreaHealth Education Center,Inc.(Baltimore AHEC), incorporated asanonprofit corporation under thelaws of theStateof Maryland. The centerwas first incorporated in Marylandin 2002as theBaltimoreAreaHealth Education Center.
ARTICLEII.Definitions
Section 1.Maryland Statewide Medical Education Training System
Maryland StatewideMedical Education and TrainingSystem (MSMETS) is the administrative and
implementingagent established bythe State ofMaryland for thedevelopment and operation of asystem of Area
Health Education Centers in Maryland. TheMSMETS is administered bythe Universityof Maryland
Baltimore(UMB) Schoolof Medicine at thedirection of thePresident of UMB.
Section 2.BaltimoreArea Health Education Center, Inc.
BaltimoreAreaHealth Education Center,Inc.(BaltimoreAHEC) isthe total operatingentityof the organization includingthe Board ofDirectors, theInterdisciplinaryHealthEducation Committee(IHEC),committees and staff.
Section 3.Department ofHealthandMental Hygiene
TheDepartment of Health and Mental Hygiene(DHMH) is the state health agencywith theresponsibilityfor development and maintenanceofa comprehensivesystem of health care. TheDHMH carries out its responsibilities under the Secretaryof theDepartment, through local Health Departments, theOfficeof Primary CareServices and othersubdivisions.
Section 4.HealthProfessional
Health Professional means physicians, dentists, optometrists, podiatrists, pharmacists, nurses,nurse practitioners, social workers, physician’sassistants, allied health personnel,health educators, psychologists or anyother health servicepersonnel designated to beserved bytheAHEC asspecified bythe AHEC Board of Directors andas itcomplements theInterdisciplinaryHealth Education Committee(IHEC).
Section 5.Health ServiceProvider
Health ServiceProvidersarethose individuals who derivemorethan ten percent (10%) oftheirannual income from thehealth careindustry. Health ServiceProviders maynot serve as consumer members of the organization.
Section 6.Consumers
Consumers arepersonswho reside in theserviceareaand who arebroadlyrepresentative ofthe population in the areain terms ofdemographic factors suchas race, ethnicbackground, sexand age.
Section 7.At-LargeMembers
At-largemembers oftheBoard of Directors and theInterdisciplinaryHealthEducationCommittee(IHEC) may be either health serviceproviders or consumers.
Section 8.ServiceArea
ServiceAreafor BaltimoreAHEC is primarilythe geographicareaof Baltimore County and Baltimore City.
Section 9.Fiscal Year
Thefiscalyear for theorganization willbeJuly1stto June30th.
ARTICLEIII. OriginandAuspices
Section 1.TheOrganization
TheBaltimoreAHEC has been developed since2002to improve access to quality healthcare and to address the issue of health disparities in medically underserved urban areas.
Section 2.Legal Setting
Under Article77-A, Sections 83 through 91 subtitled, “Maryland StatewideMedical Education andTraining System (MSMETS) Annotated Codeof Maryland, 1975, amended July1,1976,”the UMBwas assigned the mission ofworkingwithcenters“... to improvethe distribution, quality, utilization and efficiencyofhealth personnel services deliverysystemand to encourageregionalization of education responsibilityof health professional schools.” (P.O 94-484; Section 781-a).
Under Title 15, Article 102.1 subtitled, “Comprehensive System ofHealthCare,”Annotated Code of Maryland,
1995, the Secretaryof theDHMH is charged withpromoting“...the development ofahealth caresystem that
provides adequate andappropriatehealth careto indigent and medicallyindigent individuals.”
Under Title 2, Article 105 subtitled, “Establishment of General Policy,”Annotated Codeof Maryland, 1957, amended 1988, the Secretaryof theDHMH is charged with establishing “...general policyfor andadopt
standards to promote andguide thedevelopment of thephysical and mental health services of theState and its
subdivisions.”
ARTICLEIV. Purpose
Section 1.Purposes ofthe Center Services
Thepurposes of theBaltimoreAHEC areas follows:
A.To embracethe nationalmission ofAHEC programs;
B.To improvethe deliveryof health careservices,especiallyin underservedareas, throughthe useof innovative educational strategies and methods in thetrainingof undergraduates, residents, andarea health professionals;
C.To engagein thoseactivities established as functions of theAHECs as maybefurtherdefinedand prescribedfrom timeto timeunder statutes enacted bythe Maryland General Assemblyand under the regulations of consonantauthorities ofthegovernment ofthe United Statesand/or theStateof Maryland, whichactivities are engaged in forthepurposeof improvingthedistribution, supply, quality, utilization, and efficiencyof health personnel in the service area andforthepurposeof supportingthe decentralization of educational programs of health professions’ schools;
D.To engagein other activities related to health education designed to improvethe health status of the population in the servicearea;
E.To enterinto contracts with the UniversitySystemof Maryland,anyof its schools or divisions, or with otherinstitutions, schools, agencies, orlike entities forthe provision ofprogram activitiesand service as defined in Federal or StateAHEC legislation orfor theprovision ofotherhealth educational activities and services, in cooperativeventures with participatinginstitutions, hospitals, ambulatorycare centers, clinics, agencies, individual or group health providers, communityorganizations, schools or other like entities;
F.To provide comprehensivehealth service and health careeducation and information services to enhance the knowledge, attitudes,and abilities ofhealth professions servingthe population of theservicearea;
G.To conduct undergraduate andgraduate health professional trainingprograms that provide scholarlytrainingin thedeliveryof underserved health careandencouragetherelocation ofhealth professionals to underservedareas;
H.To promote and communicate thefurther understandingof underserved health problems through education, research, assessment andevaluation;
I.To sustain and improvethe qualityof health carein the serviceareabydevelopingandcoordinating health manpowereducational programs which utilizethe resources of health professions’ schools ofthe Universityof Marylandand other educational andserviceinstitutions;
J.To support and improvecommunication and cooperativearrangements amonginstitutions involved in
health professions’education;
K.To support thedevelopment of linkages between theUniversityof Maryland and otherBaltimore institutions of health career education and serviceareahospitals, health serviceagencies, ambulatory care centers, clinics andotherhealth serviceproviders in order to provideeducational and informational support for personnel workingto improvethe deliveryof human services throughout theservicearea; and;
ARTICLEVI. Board ofDirectors
Section 1.Function ofthe BoardofDirectors
TheBoard ofDirectors shallmanagethe businessand affairs ofthe non-profit and havetheauthorityto establish policies and regulations forthe managementand operation oftheorganization and its services. The duties of theBoard ofDirectors willincludebut not be limited to: 1) developingamission, vision and strategic plan for theAHEC;2) selecting,employing, andevaluatingthework ofand, if necessary, dismissing, the ExecutiveDirector; 3)controllingthe operatingbudget, thefinancial planfor theorganization’s operation and providingfor an annual audit if appropriate; 4) caringforand maintainingproperty; 5) exercisingthe oversight ofprograms, approvingpolicies, maintainingpublicrelations; and 6) appointing, supervisingand receivingreports from committees.
Section 2.BoardComposition
TheBoard ofDirectors shallconsist ofapproximately6-11 members including: twoconsumers; theChairperson oftheInterdisciplinaryHealth Education Committee(IHEC); onemember appointed bythe UMB Maryland AHEC Program office; ex-officio members as approvedbythe Board ofDirectors;at-large members; and the ExecutiveDirector ofthe AHEC.
Section 3.Election ofBoardMembers
Membersof theBoard ofDirectors shallbeelected to servethree-year terms. Initiallytheterms ofofficeshall bedivided into three classes so that one third ofthe positions will be vacated eachyear. At-largeand consumer
members shallbe electedat thelast Board meetingof thefiscalyearand afterthe submission ofmembership recommendations bytheNomination and Membership Committee. At-largeand consumer membersarelimited to two successiveterms. Allnew Board memberswillassumeofficeat thebeginningof thefiscalyear. The Chairperson oftheIHECand the ExecutiveDirector will serveone-year terms.
Section 4.Filling BoardVacancies
In theevent a vacancyoccurs in the consumer or at-largemembership on the Board, theremaining Directors shallelect a Director to fillthe vacancy. Each newlyelected Director shallservethe unexpiredterm of the Director being replaced.
Section 5.Regular BoardMeetings
Regular meetings of theBoard of Directors willbeheld at least four times peryear. Thedates for regular meetings willbeplannedimmediatelyfollowingthe annual election ofofficers. Notification of each meeting with agendainformation willbedistributed to members of theBoardat least one week prior to regularmeeting.
Section 6.Ex-officio Members
All ex-officio Members areappointed to a 3-year term and mayserveas manytermsas determined bytheir
peers and/or until he/sheno longerrepresents theofficeheld and/orwith thediscretion oftheBoardof Directors continuingtoserveuntil he/sheno longerrepresents theofficeheld.
Onedesigneeappointed bythe Secretaryof theDepartment of Health andMental Hygienewithfull voting privileges.
Onedesignee appointed by the Baltimore City and Baltimore County Health Department as an ex-officio member ofthe Board with full voting privileges.
OneBaltimoreLegislative Delegate toAnnapolis shall serveas an ex-officio member of theBoard with full
votingprivileges.
One executiveor adesigneefromUniversity of Maryland Medical Centershallserve as an ex-officio member of theBoard with full votingprivilege.
Other ex-officio members of theBoard will be designated bytheBoardeither with or without full voting privileges.
Section 7.SpecialBoardMeetings
Special meetings of theBoard of Directors maybe called bythe President ortwo members andan officer. Written noticeof themeetingstatingthe purpose,date, place and time ofthemeetingmustbesent to each Board member and postmarked no less than fourdays priorto themeeting. Onlysuch businessas set forth in the notification for themeetingshallbe conductedat themeeting.
Section 8.Conduct ofMeetings
All meetings of theBoard of Directorsand its committees shall be conducted in conformitywith State and
Federal regulations and provision foropen meetings.
Section 9.AbsencefromMeetings
Ifamember oftheBoardof Directors isabsent formorethan three consecutivemeetings, the Chairperson will conferwith theindividual to determinewhether continued membership is feasible. If activeparticipation cannot be maintained, theChairperson will recommend to the Board that theDirector’s position bedeclared vacant and befilled byaction in Section 4.
Section 10.QuorumandProxy
A quorum for allmeetings of theBoard ofDirectors will be 50%of thenon-vacant positions of themembersof the Board.
For Board action that is time sensitive, electronic voting may occur. This requires notification of the Board by the president or their designee of an approved and seconded motion. Board members will be given a minimum of 3days to vote.The president shall inform Directors immediately of the result of the vote.
ARTICLEVII. Officers ofthe BoardofDirectors
Section 1.Definition
Theofficers oftheBoardof Directors shallbethePresident, Vice President, Secretaryand Treasurer. Theofficers shallperform duties suchas arenormallyassignedtheirrespectiveoffices.
Section 2.Elections
The election ofofficerswilltakeplace at thelast Board Meetingof thefiscalyear. Allofficers shallbe elected bytheBoard ofDirectorsfrom theBoard ofDirectors and serveforaterm of oneyear. The officers shall be elected annually and may serve up to three (3) consecutive terms of any individual office.
Section 3. Vacancies
A vacancy in the office of the president shall be filled automatically through succession in the following order: vice-president, treasurer, secretary or by a special election called by the Board of Directors. The election must be held within sixty (60) days after the vacancy occurs. Vacancies in the office of vice-president shall be handled in the same manner.
A vacancy in the office of the secretary, treasurer or at-large representative shall be filled by presidential appointment with the approval of the Board of Directors for the balance of the fiscal year in which the vacancy occurred.
Section 4. President
The president shall be the principal executive officer of the BAHEC and shall in general supervise and control all of the business and affairs of the BAHEC. He/she shall preside at all meetings of the members and of the Board of Directors. He/she may sign, with the treasurer or any other officer of the BAHEC authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, under these bylaws, or by statute to some other officer or agent of the BAHEC. In general, he/she shall perform all duties incident to the office of president and such other duties, including advocacy, as may be prescribed by the Board of Directors.
Section 5. Vice-President
The vice-president shall assist the president as presiding officer. He/she shall perform all duties as incident to the office and other duties as may be prescribed by the Board of Directors or president.
Section 6. Secretary
The secretary shall keep or cause to be kept, complete records of all proceedings of the BAHEC, Executive Committee, and the board; shall have custody of all records; shall notify all officers and perform all other duties as may be prescribed by the Board of Directors or president.
Section 7. Treasurer
The treasurer shall be provided with a bond for the faithful good discharge of duties in such sum and with such surety or sureties as the Board of Directors shall determine. The treasurer shall have oversight of all charge and custody of and be responsible for all funds and securities; and in general perform or cause to be performed all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him/her by the president or the Board of Directors including a certified audit by a Certified Public Accountant and assure adequate copies to be presented to the Board of Directors.
ARTICLEVIII. Committees ofthe BoardofDirectors
Section 1.ExecutiveCommittee
TheBoard ofDirectors shallhave an ExecutiveCommittee consistingofthe President, VicePresident,Secretaryand Treasurer. This Committeeshallconduct anybusiness necessarybetween meetings oftheBoard. TheCommitteeshallreport its actions to the nextmeetingof theBoard. All action bythe Committeeshallbe subject to the approval orother appropriate action bytheBoard.
TheExecutiveCommitteeshallalso serve as aPersonnel Committeefor theorganization. It shall review all written personnel policies and procedures andreceivegrievances from employees in themanner specified in the organization’s grievanceprocedure.
The Executive Committee shall also serve as the Nomination Committee for the organization. The Committee shall prepare a slate of nominations for at-large and consumer representation to the Board and present this recommendation to the Board for action at the last scheduled Board meeting of the fiscal year. At the same time the Committee shall prepare a slate of officers for presentation and election by the Board. The Committee shall present nominations to the Board of vacancies in offices and Board membership. The Committee shall also be responsible for reviewing the level of participation by Board Members and taking steps to support the recruitment of new members in the organization as needs may require. The Executive Committee can delegate nomination responsibilities to an appointed nomination committee.
Section 2.FinanceCommittee
The FinanceCommitteeshallconsist of the Treasurer and theVicePresidentand two other members appointed bythePresident. TheTreasurer shall serve as Chair ofthe Committee. Responsibilities of the Committeewillbetoreviewthefinancial status of theorganization andto makerecommendationsregardingbudgeting andfiscal policies and procedures. TheCommitteeshallreview annuallythewritten fiscal policies and procedures for theorganization.
Section 3.Interdisciplinary HealthEducation Committee(IHEC)
TheBaltimoreAHEC Board ofDirectors shallhave anInterdisciplinaryHealth Education Committee (IHEC) consistingofat least oneBoard Memberto act as Chairperson. TheBoardshallattemptto identify members representingeach and everyhealth discipline.IHEC members maybeanyinterested health professionals, nominated byalocal health professional organizational group and/or AHEC Board Member. IHEC members maybe re-appointed on anannualbasisfor an unlimited number ofterms, as longastheyare committed to theAHEC’s mission and routinelyattend theIHEC meetings.IHEC meetingswillbeheld as needed to fulfillresponsibilities, as outlined below, and mayoccur contiguous to the Baltimore AHEC meetings. Notice, voting and otheroperations shall be consistent with the By-Laws thatgovern theBaltimoreAHEC. TheIHEC will sharereports with BaltimoreAHEC BoardofDirectorsat regularlyscheduled meetings.
Theresponsibilitiesof theIHECinclude:
- Planning, coordinating and evaluatingthe AnnualMeetingand othereducationalprogramsas designated bytheBoard;
- Strengthening the BAHEC clinical education in service area to including community interdisciplinary experiences that help identify the social determinants of health in the service delivery area;
- Identifying educational and clinical interdisciplinary activities that promote themission, vision and strategic planning functionsof the Baltimore AHEC.
Section 4.Selection ofAd HocCommittees
ThePresident, withthe approval of theBoard ofDirectors, mayappointsuch committees and committee chairsas from timeto timeshallbenecessary. Each Committeeso established must include amember oftheBoard of Directors. Ad hoc committees shall limittheir activities to the accomplishment of the task forwhich theywere created and appointedand shallhaveno power to act except as specificallydetermined byaction ofthe Board. Upon completion ofthe task forwhichappointedor upon decision bytheBoard, such committeesshallstand discharged.
ARTICLEIX. ExecutiveDirector
Section 1.ExecutiveDirector
Hiring of An Executive Director shall be approved by the Board of Directors to serve as the chief staff officer of the BAHEC. The Executive Director shall be compensated for his/her services as provided for in the budget. The Executive Director shall serve at the pleasure of the Executive Board, subject to applicable state and federal regulations and procedures.
Section 2.Authorities andDuties ofthe ExecutiveDirector
The authorityand dutiesof theExecutiveDirectorshallinclude(must be consistent with and be amended to conform to the job description to which heor she was hired):
A.Beresponsible forcarryingout all policies established bytheBoard;
B.Assistand facilitate in the development of the mission, vision, and strategicplan ofthe AHEC;
C.Prepare as directed andwith the assistanceof theBoard,InterdisciplinaryHealth Education Committee (IHEC), andcommittees aplan for organizingtheBaltimoreAHEC staff and resources to accomplish thegoals andobjectives of theorganization and as specified in a strategic planwith its methods of performanceoutcomes;
D.Prepare annuallyabudget proposal forusebytheFinanceCommittee;
E.Select stafffor positions authorized bytheBoardof Directorsand administers allstaff servicesand conditions of employment accordingto personnelpolicies and directives ofthe Board ofDirectors;
G.Supervise allfinancialaffairs and ensurethat all funds arecollected andexpended to thebest possible advantageof theBaltimoreAHEC;
H.Work with health careprofessionals and those participatingin BaltimoreAHEC activities in a manner consistent with the goals foreach program and with the purposesof theorganization;
I.Submit regularlyto theBoard orits authorized committees periodicreportsshowingprogrammaticand fiscal activities ofthe organization and prepare and submitsuch special reports as mayberequired by the Board;
J.Serveas aliaison and staffresourceperson to theBoard,InterdisciplinaryHealth Education Committee
(IHEC) andallcommittees of the organization;
K.Serveas representative of theorganization with the communityin matterswheretheBoard ofDirectors has not designated another personas an organizational representative;
L.Sign and executecorporation documents and otherinstruments necessarytoconduct business. The
Board of Directors shallbekept informed ofanysuch signings or executions; and through the Executive Director’sreportat thenext immediateBoard meetingandalso presentedat thenext immediate ExecutiveCommitteemeeting;
M.Perform such other duties as maybe assigned bytheBoard ofDirectors.
ARTICLEX. Execution ofInstruments, Deposits andFunds
Section 1. Contracts.
The Board of Directors may authorize any officer or officers and Executive Director to enter into any contract and execute and deliver any instrument in the name of or behalf of the BAHEC within the provisions of these bylaws. Such authority may be general or may be confined to a specific instance or transaction.
Section 2. Checks and Drafts
The Board President, Secretary, Treasurer, and Executive Director shall be the permitted signatures on all checks drawn on accounts. There must be at least two permitted signatures on file at all times. Other persons as recognized by the board may be included as signatures for the purpose of conducting board business. One signature is required for signing most checks or performing electronic drafts. All payments can be approved by the Executive Director if approved in line item programmatic budget. If expenses exceed line item budget or were not anticipated then the payment must be approved in advance by either the Treasurer or, in their absence, the President or Vice President. This approval can be provided either through hard copy or electronic means. Any payment in excess of $2,500 shall be authorized only by the Board of Directors.