ADOPTED - AUGUST 28, 2007

BYLAWS

INGHAM COMMUNITY HEALTH CENTER BOARD

ARTICLE I -- NAME

The name of this Board shall be the Ingham Community Health Center Board (hereinafter “Community Health Center Board” or “Health Center Board”).

ARTICLE II -- PURPOSE

The Community Health Center Board will assist the Ingham County Board of Commissioners (hereinafter “Ingham County Board of Commissioners” or “Board of Commissioners”) and the Ingham County Health Department (hereinafter “Ingham County Health Department” or “Health Department”), a department of Ingham County pursuant to MCL 333.2413, to implement health services for Ingham County residents through a network of community health centers operated by the Health Department. These services represent a significant effort by the County to assure that low-income Ingham County residents have access to an organized system of health care, and to assure that County residents have adequate access to categorical public health programs and services, including family planning, sexually transmitted diseases diagnosis and treatment, breast and cervical cancer control, and immunizations. The Community Health Center Board, the Board of Commissioners and the Health Department shall be particularly committed to meeting the health care needs of at-risk populations, including women during the child-bearing years, children, minorities and other underserved populations.

The Community Health Center Board shall participate in the planning of and serve as a co-applicant for a grant application to the U.S. Department of Health and Human Services, Health Resources and Services Administration, Bureau of Primary Health Care, under Section 330 of the Public Health Services Act for operation of a Federally Qualified Health Center and for application for operation of a Federally Qualified Health Center Look-Alike Entity. The Community Health Center Board shall monitor the Health Department’s implementation of the Grant, if applicable.

ARTICLE III -- OBJECTIVES

1. To arrange for the provision of comprehensive primary care services to residents of the medically underserved areas of Ingham County.

2. To increase the accessibility of primary care services to uninsured/underinsured population groups which experience a shortage of primary care.

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3. To assure that the Community Health Centers provide high quality primary care services.

4. To develop an integrated primary care program with other community health resources including ongoing public health services.

5. To support the Ingham County objective of assuring that all County residents have access to an organized system of health care.

6. To support Ingham County in its efforts to make categorical public health services (such as family planning, sexually transmitted disease prevention, diagnosis and treatment, breast and cervical cancer control, WIC and immunizations) available to the general population and especially to at-risk subgroups, including women in childbearing years, children, and minorities.

ARTICLE IV -- AUTHORITY OF INGHAM COUNTY BOARD OF COMMISSIONERS

The Ingham County Board of Commissioners is elected and operates under provisions of Article VII of the 1963 Michigan Constitution and Public Act 156 of 1851, MCL 46.1 et seq. The Ingham County Board of Commissioners has the responsibility to represent the County and for the care and management of the business of the County. MCL 46.11(l). The Board of Commissioners has the authority to establish rules and regulations in reference to the management of the interest and business concerns of the County as the Board considers necessary and proper in all matters not especially provided for by law. MCL 46.11(m). Pursuant to statute, the Board of Commissioners is required to provide for a county health department to serve the needs of the community. MCL 333.2413.

The Ingham County Board of Commissioners, acting on behalf of Ingham County, shall serve as the public entity applicant, together with the Health Center Board as co-applicant, for grants under Section 330 of the Public Health Services Act.

ARTICLE V -- SIZE AND COMPOSITION

A. Size

The Community Health Center Board shall consist of not less than thirteen (13) and not more than seventeen (17) members.

B. Composition

1. A majority of the Community Health Center Board members shall be individuals who are or will be served by the Community Health Centers and who, as a group, represent the individuals being served or to be served in terms of demographic factors, such as race, ethnicity and gender.

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2. No more than one-half of the remaining members of the Board may be individuals who derive more than ten percent (10%) of their annual income from the health care industry.

3. The remaining Community Health Center Board members shall be representatives of the community in which the catchment area is located and shall be selected for their expertise in community affairs, local government, finance and banking, legal affairs, trade unions, and other commercial and industrial concerns, or social service agencies within the community.

4. No more than two (2) Community Health Center Board members may be Ingham County Board of Commissioners members.

5. No Community Health Center Board member shall be an employee of a Health Department Community Health Center or the spouse or child, parent, brother or sister by blood or marriage of such an employee.

6. Conflicts of interest, as defined by Michigan law, or the appearance of conflicts of interest, shall be prohibited.

7. The Deputy Health Officer for Community Health Care Services shall provide logistical and managerial assistance to the Community Health Center Board.

ARTICLE VI -- MEMBERSHIP AND TERMS OF OFFICE

A. Board Appointments

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On an annual basis, the Community Health Center Board shall present between one (1) and three (3) nominations for each vacant seat on the Community Health Center Board for consideration and appointment. The Community Health Center Board shall solicit nominations from the community serviced by the Centers, community organizations, and health organizations. The Board of Commissioners shall make appointments from the slate of nominees presented by the Community Health Center Board. The Community Health Center Board and the Board of Commissioners will use their best efforts to maintain the same ratio of consumer members, provider members and consumers-at-large as set out in Article V above.

C. Terms of Office

Members shall be appointed for terms of two (2) years and shall serve until his/her successor is appointed and qualified. Members may serve no more than three (3) consecutive full terms of office.

D. Removal

Any member of the Community Health Center Board may be removed for just cause upon 2/3 vote of the Ingham Community Health Center Board after notice and an opportunity to be heard. Just cause includes but is not limited to unexcused absence from three consecutive Board meetings, or the failure to attend 75% of the meetings in any calendar year. An unexcused absence is defined as an absence of which the chair was not notified in advance of the meeting.

E. Vacancies and Resignations

Any vacancies occurring on the Board shall be filled in the same manner as subsequent appointments are made, following the guidance in Section B. Subsequent Appointments, above. In the process of filling vacancies, the Community Health Center Board shall extend their best efforts to maintain the Health Center Board’s composition of consumer members, provider members and consumers-at-large. Any Health Center Board member appointed to fill a vacancy shall be appointed for the unexpired term of her/his predecessor in office.

All resignations must be in writing and submitted to the Health Center Board Chairperson thirty (30) days prior to effective date.

F. Compensation

Members of the Community Health Center Board shall serve without compensation. However, members may be reimbursed for reasonable expenses actually incurred related to their service on the Health Center Board when such expenses are funded in the budget and authorized by the Health Center Board. Authorization is required before expenses are actually incurred.

ARTICLE VII -- MEETINGS AND VOTING

A. Annual Meeting

The annual meeting of the Community Health Center Board shall be held in October at a place to be decided by the Health Center Board.

B. Regular and Special Meetings

Regular meetings of the Community Health Center Board shall be held monthly at a time and place to be decided by the Health Center Board. All regular meetings of the Health Center Board shall be conducted according to the Michigan Open Meetings Act (P.A. 267 of 1976). The agenda of each meeting will be distributed to the membership not later than two (2) business days prior to each meeting. The agenda may be modified by a majority vote of the members present.

Special meetings may be called by the Chairperson or by four (4) members of the Health Center Board, at such time and place as may be deemed necessary. All special meetings shall be conducted in accordance with the Michigan Open Meetings Act (P.A. 267 of 1976).

C. Notice of Special Meetings

Community Health Center Board members shall be notified of the time, place and purpose of all special meetings of the Health Center Board at least two (2) days prior by facsimile, correspondence, or hand delivery in person. Notices of special meetings of the Health Center Board shall specify the business to be transacted at the special meeting, and no other business except that specified shall be considered at the special meeting.

D. Quorum

A majority of the Community Health Center Board members appointed and serving shall constitute a quorum for the transaction of business.

E. Voting

All questions shall be decided by majority vote of the Community Health Center Board members present and voting except as may be provided by statute or these bylaws.

ARTICLE VIII -- OFFICERS AND STAFF ASSISTANCE

A. Officers

The officers of the Community Health Center Board shall be the Chairperson, Vice-Chairperson, and Secretary.

B. Election and Terms of Office

The officers shall be elected by the Community Health Center Board during the annual meeting and shall take office immediately thereafter. Terms of office shall be for one (1) year or until their successors are elected. Officers shall be elected at the first meeting of the Health Center Board and shall serve until the first annual meeting thereafter.

C. Removal

Any officer elected by the Community Health Center Board may be removed by the Health Center Board with two-thirds majority vote after notice and an opportunity to be heard.

D. Vacancy

The unexpired term of an officer not completing his or her term shall be filled by a majority vote of the Community Health Center Board at the next regular meeting after the vacancy or at a special meeting called for that purpose. A majority vote of the total Health Center Board membership shall be necessary to elect an officer.

E. Chairperson

The Chairperson shall be elected by a majority of the Community Health Center Board membership and shall preside at all meetings of the Health Center Board. The Chairperson shall make appointments to committees, with approval of a majority of Health Center Board members. The Chairperson shall arbitrate jurisdictional disputes between Health Center Board committees. The Chairperson shall be kept advised of the affairs of the Health Centers and ensure that all directives and policies are carried into effect. The Chairperson shall perform other duties as may be assigned by the Community Health Center Board.

F. Vice-Chairperson

The Vice-Chairperson shall perform the duties of the Chairperson in the absence of the Chairperson and shall perform such other duties as from time to time may be assigned by the Community Health Center Board.

G. Secretary

The Secretary shall keep the minutes of all meetings of the Community Health Center Board. The Secretary shall give notices of all meetings of the Board in accordance with the provisions of these bylaws or as required by statute or resolution. The Secretary shall perform other duties as assigned by the Community Health Center Board.

H. Deputy Health Officer for Community Health Care Services

The Deputy Health Officer for Community Health Care Services shall be primarily responsible for the management and operation of the Community Health Centers. The Community Health Center Board shall have the authority to suspend, remove, appoint and/or reappoint a person to the position of Deputy Health Officer for Community Health Care Services in accordance with the Ingham County Managerial and Confidential Employee Personnel Manual and other procedures and policies of the Board of Commissioners. The Community Health Center Board shall participate in the annual performance evaluation of the Deputy Health Officer for Community Health Care Services, to be conducted in accordance with U.S. Department of Health and Human Services Bureau of Primary Health Care Program expectations and Ingham County personnel policies.

I. Staff Assistance

The Deputy Health Officer for Community Health Care Services shall ensure that secretarial and/or stenographic assistance, and Community Health Center or Ingham County staff assistance, if appropriate, is provided to the Community Health Center Board and committee meetings and to the Chairperson in the performance of his/her Health Center Board authorized duties, as may be reasonably requested.

ARTICLE IX -- COMMITTEES

A. Ad-hoc Committees

The Community Health Center Board may establish ad-hoc committees as it deems necessary to carry out the purpose and objectives of the Health Center. The Chairperson, with the consent of a majority of Health Center Board members, may appoint Health Center Board members to these committees. Non-Health Center Board members may also serve on ad-hoc committees. Ad-hoc committees shall be advisory in nature.

B. Standing Committees

The Chairperson of the Community Health Center Board shall, from among Health Center Board members, appoint with the concurrence of a majority of Health Center Board members, the following standing committees:

1. A Finance Committee composed of four to five (4 -5) members of the Community Health Center Board shall meet annually to develop the recommended Community Health Center Network budget. The budget must be jointly approved by the Community Health Center Board and the Board of Commissioners. The Community Health Center Board in collaboration with the Board of Commissioners (public entity) must approve any major change in the budget.

2. A Planning and Development Committee composed of four to five (4 -5) Community Health Center Board members shall be responsible for developing the goals and objectives of the Community Health Center Network for monitoring and evaluating their implementation and progress, and for reviewing the Board’s by-laws. Additionally, this Committee will monitor local, state, and federal issues regularly informing the Board of these issues.

3. A Personnel Committee composed of four to five (4 -5) Community Health Center Board members shall meet annually to provide recommendations to the Community Health Center Board regarding the performance evaluation of the Deputy Health Officer for Community Health Care Services. The Personnel Committee will also be responsible for recommending a slate of candidates to fill the Community Health Center Board officer positions for the coming year. The recommendations shall be submitted to the Community Health Center Board during the last meeting prior to the Annual Meeting. In addition to the slate recommended by the Personnel Committee, additional nominations may be made by a member or members of the Health Center Board from the floor at the Annual Meeting.

4. A Clinical Operations Committee composed of four to five (4 -5) Community Health Center Board members shall be responsible for establishing all Community Health Center Network policies and procedures, except for personnel and fiscal policies and procedures (retained by Board of Commissioners).. This Committee recommends the approval of the annual quality assurance/quality improvement plan to the full board, monitors the plan’s implementation and results. This Committee will meet at least quarterly.

The function of the standing committees are advisory in nature. Any action or decision must be approved by the Community Health Center Board. No committee or individual member may decide any matter or action without specific Community Health Center Board approval. The Community Health Center Deputy Health Officer for Community Health Care Services shall be a non-voting member of all committees.

C. General Committee Procedures

1. Term: Each standing committee, except the Nominating Committee, shall be appointed at the annual meeting of the Community Health Center Board and shall serve for the ensuing year. Committee chairpersons shall also serve for the ensuing year.

2. Meeting Procedure: Every meeting of a standing committee of the Community Health Center Board shall be called by its chairperson or by a majority of committee members. At the first meeting of a standing committee, a meeting schedule shall be determined. In the event that a special meeting is necessary, committee members shall be notified of the time, place and purpose of the special committee meeting at least two (2) business days prior by facsimile, correspondence, or hand delivery in person. A quorum for the conduct of committee business shall require the presence of a majority of the committee members. All committee meetings of the Health Center Board shall be conducted according to the Open Meetings Act (P.A. 267 of 1976).

3. Membership: Only Community Health Center Board members may be appointed to standing committees of the Health Center Board. The Community Health Center Board may request that non-Health Center Board members attend Health Center Board meetings to provide assistance or information.

4. Voting: When a committee meets and votes on an issue, only members of that committee may vote. Community Health Center Board members who are present and who are not members of the committee may not vote. Community Health Center committees are advisory in nature and all actions shall be forwarded for review and action/inaction to the full Community Health Center Board.

ARTICLE X -- RESPONSIBILITIES OF THE COMMUNITY HEALTH CENTER BOARD

A. Personnel Policies and Procedures

The Community Health Center Board, through its Cooperative Operational Agreement, shall be bound by the Ingham County personnel policies and procedures, including all collective bargaining agreements negotiated between Ingham County and the legal representatives of employees. These agreements and policies include selection and dismissal procedures, performance appraisal procedures, salary and benefit scales, employee grievance procedures, and equal opportunity and non-discrimination practices as established by the Ingham County Board of Commissioners.

B. Deputy Health Officer for Community Health Care Services

The Community Health Center Board shall have the authority to suspend, remove, appoint and/or reappoint a person to the position of Deputy Health Officer for Community Health Care Services, in accordance with the Ingham County Managerial and Confidential Employee Personnel Manual and other procedures and policies of the Ingham County Board of Commissioners. The Deputy Health Officer for Community Health Care Services shall be an employee of Ingham County.

The Community Health Center Board, upon recommendation of the Health Center Personnel Committee, shall participate in the annual performance evaluation of the Deputy Health Officer for Community Health Care Services with the Ingham County Health Director. The performance evaluation shall be conducted in accordance with Federal Bureau of Primary Health Care expectations and Ingham County personnel policies.

C. Financial Management

The Community Health Center Board shall annually review the budget prepared by the Ingham County Health Department for the operation of the Community Health Centers, after review and recommendation by the Community Health Center Budget Committee. The Community Health Center Board shall advise the Ingham County Board of Commissioners regarding this budget. The Community Health Center Board shall review and approve the annual Section 330 grant budget and recommend this budget to the Board of Commissioners, after review and recommendation by the Community Health Center Budget Committee, at the time set forth in Article IX.B.2. The Community Health Center Board and the Board of Commissioners shall jointly approve the annual Section 330 budget submitted to the Bureau of Primary Health Care. The Community Health Center Board shall review and approve any budget requirements to maintain the Federally Qualified Health Center Look-Alike status and recommend such budget to the Ingham County Board of Commissioners, after review and recommendation by the Community Health Center Budget Committee.

The Community Health Center Board shall review management reports to support the Health Department and the Board of Commissioners in the operation of the Community Health Centers. The Community Health Center Board shall provide assurance to the Federal Bureau of Primary Care that the Community Health Centers shall operate within the adopted budget. As set forth in Michigan law, the Community Health Center Board shall recommend to the Ingham County Board of Commissioners a fee schedule for the services provided through the Community Health Centers and shall recommend to the Board of Commissioners policies for discounting fees (i.e. sliding fee scale) based on patient/family income.

Audits, as required by law for the 330 Grant Agreement and for Federally Qualified Health Center Look-Alike Entities, shall be performed by an independent auditor. The audits may be performed in conjunction with other Ingham County audits.

D. Evaluate Health Center Activities

The Community Health Center Board shall evaluate utilization patterns, productivity, patient satisfaction, and achievement of project objectives of the Health Centers, and shall develop and implement a process for hearing and resolving patient grievances.

E. Compliance With Laws

The Community Health Center Board shall assure that the Community Health Centers are operated in compliance with applicable Federal, State and local laws and regulations.

F. Health Care Policies

The Community Health Center Board shall work with the Ingham County Board of Commissioners to establish policies for health care delivery, including those dealing with the scope, availability and types of services, location and hours of services, and quality of care audit procedures. The recommended policies will assist the Health Department and the Board of Commissioners to implement the objectives set out in Article III of these By-laws.

G. Grants

The Community Health Center Board shall work with the Health Department and the Board of Commissioners to identify and make application for grant opportunities.

H. Administrative Assistance

The Deputy Health Officer for Community Health Care Services shall provide the administrative assistance necessary to fulfill the Community Health Center Board’s responsibilities.

I. Conflict of Interest

No employee, officer or agent shall participate in the selection, award or administration of a contract supported by Federal funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when the employee, officer, or agent, or any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in the firm selected for an award. The officers, employees and agents of the recipient shall neither solicit nor accept gratuities, favors, or anything of monetary value from contractors, or parties to sub-agreements. However, recipients may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct shall provide for disciplinary actions to be applied for violations of such standards by officers, employers or agents of the recipients.

ARTICLE XI -- FISCAL YEAR

The fiscal year of the Community Health Center Board shall be October 1 through September 30.

ARTICLE XII -- ORDER OF BUSINESS

The order of business of the Community Health Center Board at its regular and annual meetings, unless changed by a majority vote of its members, shall be as follows:

Regular Meeting

1. Call to order and Roll Call

2. Approval of agenda

3. Approval of minutes

4. Public Comment (limited to 3 minutes unless extended by the Chairperson)

5. Reports

a. Deputy Health Officer for Community Health Care Services

b. Deputy Medical Director

c. Committees

6. Old business

7. New business

8. Public Comment

9. Adjournment

Annual Meeting

1. Call to order and Roll Call

2. Approval of agenda

3. Approval of minutes

4. Public Comment (limited to 3 minutes unless extended by the Chairperson)

5. Chairperson's annual report

6. Election of Community Health Center Board Officers

7. Old business

8. New business

9. Public Comment

10. Adjournment

ARTICLE XIII -- AMENDMENTS

These bylaws may be amended at a regular meeting of the Community Health Center Board by a two-thirds vote of the entire membership of the Health Center Board, only after the proposed change has been presented and discussed at a previous regular meeting. Amendments to the bylaws do not become effective until ratified by the Ingham County Board of Commissioners.

ARTICLE XIV -- PROXY

An absent Community Health Center Board member shall not be allowed to vote by proxy.

ARTICLE XV -- PARLIAMENTARY AUTHORITY

The Parliamentary Authority of the Community Health Center Board shall be Mason’s Manual of Legislative Procedure.

CONCLUSION

To the extent that any of the Ingham Community Health Center Board By-laws are contrary to statutory requirements or Ingham County Board of Commissioners’ authorization, they shall be of no force or effect.

ADOPTED -