A comprehensive mental health and substance abuse program
BY-LAWS
TABLE OF CONTENT
1. PREAMBLE 3
2. ARTICLE 1 ...3 - 4
3. ARTICLE 2 4 - 5
4. ARTICLE 3 5
5. ARTICLE 4 6 -12
6. ARTICLE 5 12 -14
7. ARTICLE 6 14 -15
8. ARTICLE 7 15 -16
9. ARTICLE 8 16
10. ARTICLE 9 .16
11. ARTICLE 10 ..16
12. ARTICLE 11 .17
13. ARTICLE 12 ..17
PREAMBLE
WE, the citizens of various African nations, seeking refuge in the United States of America, with resident in the County of Philadelphia, State of the Commonwealth of Pennsylvania, United States of America; realizing the need for the recovery and empowering of African immigrants that have being traumatized as the result of experiencing traumatic events, emotional issues, as well as drugs and substances abuse, unemployment and mental health issues; Have resolved to set forth achievable programs to care for children, adolescents and families that have behavioral health and trauma-related problems, as well as creating employment avenues for families that are welfare recipients to become gainfully employed through job search and placement programs in the United States of America and other parts of the world. We hereby set forth this constitution and By-Laws to serve as a guiding instrument to make our goals and objectives realizable; as well as forming linkages with existing programs and organizations for the delivery of services to African immigrants and other nationals.
ARTICLE I
NAME,
HEADQUARTERS, MOTTO
Section 1.1
The name of the community-based Not-for-profit Corporation shall be called and styled: Liberian Behavioral Health Services hereinafter referred to as LIBHS.
Section 1.2
The National Headquarters of the
community-based not for Profit Corporation shall be located within the
Section 1.3
The motto for the not-for-profit
corporation shall be: TOGETHER WE CAN
CLOSE THE
Section 1.4
The logo of the organization is a hand shakes of African immigrants forming partnership, integration, diversity and seeking education in a world of opportunities.
ARTICLE 2
GOALS
The not-for-profit corporation shall have the following goals and objectives:
- To transform African and minority children, adolescents and families overcome emotional stress, realize their full potential and, and return to normal levels of functioning;
- To provide therapeutic needs of emotionally disturbed African and minority children, adolescents and families with developmental and learning disabilities become responsible, respectable persons in his/her homes, schools and communities;
- To provide therapeutic assistance to children, adolescents and families in difficult circumstances. To include: individual therapy, family therapy, supportive counseling services, case management and multicultural social services;
- To provide behavioral and mental health counseling to focus on the emotional, intellectual and physical needs in broad areas of social, cultural, recreational and educational enrichment, such as in-schools and after-schools programs, behavioral and rehabilitation services, juvenile detention centers, outpatient treatment programs, drug and alcohol program;
- To recruit, train and do job placement for immigrants living on welfare and finding it difficult to do job search through other agencies due to cultural barriers, etc.
To provide addiction and substance abuse recovery programs to individuals charged with DUI and other drug-related crimes, etc.
ARTICLE 3
MEMBERSHIP
The Liberian Behavioral Health Services, as a community-based Not-for-profit corporation shall be a non-membership corporation eligible to receive donations and gifts from organizations, state agencies, individuals and the business community in fulfillment of its programs and projects. These donations and gifts shall be tax deductible in compliance with the Internal Revenue Code as a (501) © 3 corporation.
ARTICLE 4
STRUCTURE
OF THE CORPORATION
Section 4.0 The Not-for-profit Corporation shall be structured into a Board of
Directors/Management
4.1 Board of Directors
4.2 Composition
The Board of Directors shall be comprised of qualified individuals from within the church, community and state who share the beliefs and aspirations of the corporation as prescribed in this document. These individuals shall be responsible for the formulation of policies and strategies aimed at fulfilling the vision set forth by the founding members of the Corporation. Initial members of the Board will have the authority to lobby for financial and material assistance for the fulfillment and implementation of the Corporations programs.
4.3 The legislative power of the Not-for-profit shall be vested in the Board of Directors hereinafter referred to as board. The Board of Directors shall consist of five (5) members who share the organizations beliefs.
4.4 Members of the board shall be elected for a first two-year term.
4.5 The Board of Directors shall elect its officer including a chairman, vice chairman, treasurer, committee chair and member. Board members shall be re-elected for second term ONLY. In case the executive director and senior officers, or their death or resignation or inability to discharge the powers and duties of said offices, the chairman of the Board in consultation with the entire board shall immediately designate a qualified individual to act pending possible replacements.
Section 4.6 Job description for member of Board of Directors:
Board Chair:
1. Is a member of the Board.
2. Serves as the chief volunteer of the organization.
3. Is a partner with the executive director in achieving the organizations mission.
4. Provides leadership to the board of directors, who sets policy and to whom the executive director is accountable.
5. Chairs meetings of the Board after developing the agenda with the executive director.
6. Encourages Boards role in strategic planning.
7. Appoints the chairpersons of committees, in consultation with other board members.
8. Serves as ex-officio member of committees and attends their meetings when invited.
9. Discusses issues confronting the organization with the executive director.
10. Helps guide and mediate Board actions with respect to organizational priorities and governance concern.
11. Reviews with the executive director any issues of concern to the Board.
12. Monitors financial planning and financial reports.
13. Plays a leading role, advises for fund-raising activities.
14. Annually evaluates the performance of the executive director and informally evaluates the effectiveness of the board members.
15. Evaluates annually the performance of the organization in achieving its mission.
16. Performs other responsibilities requested by the Board.
Vice Chair:
This position is typically successor to the chair position. In addition to the responsibilities, this position:
1. Is a member of the board.
2. Performs chair responsibilities when the chair cannot be available.
3. Reports to the Boards chair.
4. Work closely with the chair and other staff.
5. Participates closely with the chair to develop and implement officer transition plans.
6. Performs other responsibilities as assigned by the Board.
Committee
Chair job Description:
1. Is a member of the Board.
2. Sets agenda for the committee work.
3. Ensures that members have the information needed to do their jobs.
4. Oversees the logistics of committees operations.
5. Reports to the full Board on committees decisions/recommendations.
6. Works closely with the executive director and other staff as agreed to by executive director.
7. Reports to the Boards Chair.
8. Assigns work to the committee members, set the agenda and runs the meetings, and ensures distribution of meeting minutes.
9. Initiates and leads the committees annual evaluation.
Board Member:
1. Regularly attends Board meetings and important related meetings.
2. Makes serious commitment to participate actively in committee work.
3. Volunteers for and willingly accepts assignments as available and completes them thoroughly and on time.
4. Stays informed about committee matters, prepares themselves well for meetings, and reviews and comments on minutes and reports.
5. Gets to know other committee members and builds a collegial working relationship that contributes to consensus.
6. Is an active participant in the committees annual evaluation and planning efforts.
7. Participates in fund-raising for the organization.
Board Secretary:
1. Is a member of the board.
2. Maintains records of the Board and ensures effective management of the organizations records.
3. Manages minutes of Board meetings.
4. Ensures minutes are distributed to members shortly after each meeting.
5.
Is sufficiently familiar with legal documents
(articles, by-laws,
6. Completes all correspondence pertaining to board decisions.
Board Treasurer:
1. Manages finances of the organization.
2. Administrates fiscal matters of the organization.
3. Provide annual budget to the Board for members approval.
4. Ensures development and board review of financial policies and procedures.
5. Serves as a signatory to the corporations bank account/s.
6. Submits a financial report to each full meeting of the board.
Section 4.7 Standing Committees:
The following standing committees shall be constituted by the Board with the exception of the executive committee, which acts in the boards behalf. These standing committees shall recommend action to the full board for discussions and actions. The standing committees as enshrined in this By-Laws and Constitution are:
1. Executive Committee
2. Finance Committee
3. Investment Committee
4. Audit Committee
5. Strategic Planning Committee
Section 4.8 Meeting of the Board
The Board of Directors of the Liberian Behavioral Health Services shall meet at least quarterly and there after meet bi-annually for the purpose to review activities of the Not-for-profit Corporation. The Chairman of the Board shall cite members to attend regular or emergency meetings of the corporation. The chairman within three week period shall convene a meeting of the board to act on all documents submitted by the executive director. The executive director should state the dates by which the meeting shall be held.
Section 4.9 Rules
The Board shall determine the rules of its proceedings, establish its leadership, punish its members for cause, and with the concurrence of two-thirds, expel member/s based on a founded facts following investigation.
Section 4.10
The Board shall have the power to increase or decrease the number of standing committees based upon the recommendation by the executive director.
Section 4. 11
The board shall approve all projects and programs to be undertaken by the Not-for-profit Corporation.
ARTICLE 5
MANAGEMENT
The day to day management of the Not-for-profit Corporation shall be vested in the executive director who heads the executive committee. The executive director shall be assisted by his/her principal assistant; deputy director for administration/fiscal management. Other positions of the executive committee shall include, but not limited to the following;
1. Deputy Director, Administration/Fiscal Management
2. Director, Program/Development
3. Director, Recruitment, Training/Staffing Services
4. Director, Education
5. Director, Clinical Services
The Executive Director shall hire, in consultation with members of the Executive Committee, the following officers:
6. Supervisor, Case Management Services
7. Supervisor, Quality Control/Documentation Services
8. Administrative Assistant/Secretary
9. Peer Support Counselors
10. Case Managers
11. Family Support Specialists
Section 5.12 Functions
Executive Director
1. To ensure the implementation of the strategic goals and objectives of the organization.
2. Serve as chief scribe to the board in fulfillment of its governance function.
3. To give direction and leadership toward the achievement of the organizations philosophy, mission, strategy, and its annual goals and objectives.
MAJOR FUNCTIONS/ACOUNTABILITY:
The executive director shall be charged with the following major functions and accountability as below:
1. Supports operations and administration of board by advising and informing board members, interfacing between board and staff, and supporting boards evaluation of executive director;
2. Oversees, design, marketing, promotion, delivery and quality of programs, products and services;
3. Recommends yearly budget for board approval and prudently manages organizations resources within those budget guidelines according to current laws and regulations;
4. Assures the organization and its mission, program, products and services are consistently presented in strong, positive image to stakeholders;
5. Oversees fundraising planning and implementation, including identifying resource requirements, researching funding sources, establishing strategies to approach funding agencies, submitting proposals and administrating fundraising records and documentation, etc.
Section 5.3: Functions Deputy
Executive Director
1. Shall serve as principal deputy to the executive director;
2. Oversees all administrative matters and prudently ensure transparent fiscal management of the Corporations financial resources;
3. Effectively manages the human resources of the organization according to authorized personnel policies and procedures that fully conform to current laws and regulations;
4. Performs other duties as assigned by the executive director, etc.
The job description of other members of the executive committee shall be clearly outlined in the Not-for-Profit Corporations Personnel Manual.
ARTICLE 6
BANKING
The Not-for-profit Corporation shall maintain a banking account/s with credible financial institution/s to safeguard its finances. All banking activities, both deposits and withdrawals shall take effect based on appropriate documentations from the executive committee. The following persons shall serve as signatories to the corporations account/s;
1. Chair of the Board
2. Executive Director
3. Treasurer of the Board
In the absence of one of the signatories, the executive director and a member of the board shall authorize withdrawals from the organizations account/s for the smooth operation of the corporation. All deposits and withdrawals slips shall be kept by the treasurer of the board and copies serve the Executive Committee for its records.
ARTICLE 7
IMPEACHMENT
Section 7.1
Impeachable offenses shall be:
a. Violation of this constitution and by-laws
b. Misapplication of funds and resources belonging to the corporation
c. Misuse of power
d. Misfeasance and malfeasance
e. Abuse of clients or employees
Section 7.2
All cases of impeachment and removal from office shall originate with the signing of a bill of impeachment by two-third majority of members of the board. The signed bill shall immediately be submitted to the chair of the board who shall within two weeks period notify the executive director or person in charge to convene a meeting of the corporation.
Section 7.3
No officer/s shall be convicted or removed from office without a vote by two-third majority of the board. The board shall set-up a standing committee to investigate the alleged accusation and submit findings to the chair of the board and other members. A person convicted may be liable and subject to lawsuit in cases of misappropriation, embezzlement and or misuse of the corporations funds and or properties.
ARTICLE 8
ABROGATION
OF LAWS
Section 8.1
This constitution shall immediately come into force after its adoption by the Board of Directors at its first meeting.
Section 8.2
Immediately after its adoption, this constitution and By-Laws shall be the supreme laws of the Liberian Behavioral Health Services (LIBHS), and its provisions shall be binding on all members.
ARTICLE 9
EXISTENCE
This Not-For-Profit Corporation shall have perpetual existence
ARTICLE 10
AMENDMENT
This constitution may be amended by a two-third majority of members of the board of directors. Any member/s wanting an amendment to this By-laws and constitution shall submit a written request outlining reason/s for the amendment and article or section. The chair of the board shall present the member concern to the full board during regular meeting having disseminated such communication.
ARTICLE 11
TRANSITION
This By-laws and constitution shall
be filed with the Department of State of the
ARTICLE 12
DISSOLUTION
In the event of the dissolution of
the Corporation, no member shall be entitled to any distribution or division of
its remaining property or its proceeds until after the payment of all debts and
obligations of the corporation. The remaining property/ies and money shall be
distributed exclusively for purpose within the interest of the Not-for-profit
Corporation Act within the
Done this 21st Day of
SEPTEMBER A.D. 2007 in the
COMMITTEE MEMBERS:
Daniel Harris GAYOU
CHAIRMAN
Dr. Emmanuel P.
Bessay
C0-CHAIRMAN
Betty Sundaymar
Karmoh
SECRETARY