AMENDED  BYLAWS OF GREATER SOMERSET PUBLIC HEALTH COLLABORATIVE.
12-13-2010
Article I.

Statement of Purpose
The purpose of the Greater Somerset Public Health Collaborative (GSPHC) is to protect and
improve the quality of life and health of all Greater Somerset County residents.  
 
Vision: Healthy people in a healthy Somerset County.  
Mission: To improve and protect the public health, well-being, and environment of people in the
Greater Somerset County area.  
We value: advocacy, commitment to excellence and evidence based approaches, innovation,
integrity, collaboration, ongoing learning, resourcefulness and teamwork.
To this end the collaborative shall:

• Plan and evaluate both long- and short-range strategies for implementing the ten essential
• public health services;
•  Significantly and meaningfully involve its citizens in developing and carrying out
• Chronic Disease prevention through initiatives which support tobacco free lifestyle,
• physical activity, good nutrition and the responsible and legal use of alcohol and other
• drugs;
•  Mobilize public and private resources in support of the above initiatives; Coordinate
• efforts throughout the community so as to avoid duplication, improve delivery of
• services, and relate programs to one another;
•  Serve as an advocate for it’s citizens on matters of public policy, which affect their health
• status, promoting institutional improvement and desirable changes in social policy and
• environmental change and
•  Conduct in its own right, or delegate to other agencies the implementation of programs
• financed through the State Healthy Maine Partnership Grant, and identify and pursue
• other available funds deemed important for the health of its citizens.
  

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Section 1. Application for membership shall be open to any business/organization/individual
that supports the purpose statement in Article 1 and continuing membership is contingent
upon ongoing participation in activities of the collaborative. Membership shall be granted
upon submitting a letter requesting membership and a majority vote of the Board of
Directors. The Board of Directors shall have the right to deny, or terminate, the
membership of any organization or individual (refer to Article III, Section10). No person
shall be excluded from membership in this collaborative by reason of race, color,
religion, national origin, ancestry, sex, age, physical or mental handicap, sexual
preference, or veteran's status, except where a bona fide occupational qualification exists.
A person must have attained the age of 16 to be eligible to serve as member of the Board
of Directors. Non voting members will be considered Associate Members of the GSPHC.
 
Section 2. Authority of Members of the Collaborative 
A. Attend all meetings including Board
B. Vote for Board members
            
Section 3. An Advisory Committee of town citizens which is public and inclusive (this includes
unorganized territory representatives) will also make up the membership.

Section 1. Board Role, Size, Composition The Board is responsible for overall policy and
direction of the collaborative, and delegates responsibility for day-to-day operations to
the Collaborative Project Director and committees.  The Board shall have up to twelve
(12) members, and no fewer than six (6), Board members receive no compensation. The
powers of the Board of Directors shall include the following:

•  Determination of overall collaborative program plans and priorities;
•  Oversee evaluation of products, services and programs.
•  Final approval of all collaborative program proposals, and budgets;
•  Oversight of compliance with all conditions of grants and other funding sources
• received on behalf of the collaborative;

 
Section 2. Board Meetings and Location. The Board shall meet 4 times per year, at an agreed
upon time and place. With the assistance of the Project Director, the Board will conduct
A Public Advisory Forum in the spring of each year. The date and location to be
determined by the Board.

Section 3. Board Elections.  Up to 14 Board members shall be elected by the voting
representatives of member organizations/individuals.  Member Representative Board
Members will be divided into two (2) classes for election purposes: Organization funded
through the GSPHC Representative Board Members and no more than half (1/2) non
funded General Member Representative Board Members. 

Section 4. Board Development Committee.  A Board Development Committee shall be
appointed by the Board to represent diverse aspects of the collaborative service area.  The
Board Development Committee shall have three board/collaborative members, with the
Project Director as an ex-officio committee member.  Committee members shall serve for
five (5) year terms.  The Board Development Committee shall be responsible for
developing nominees for board elections, board committees, Board Evaluation and
planning for board meetings.

Section 5. Election Procedures.  The Board Development Committee shall be responsible for
nominating the Board members and a slate of officers seeking to preserve the diversity
and balance necessary to enable the Greater Somerset Public Health Collaborative to
provide policy guidance on the broad spectrum of collaborative issues.  Nominees
selected by the Board Development Committee must be member representatives of
member organizations of the Greater Somerset Public Health Collaborative. All
member organizations/ individuals will be eligible to vote for Board membership. Only
one vote per organization (or individual not representing an organization) shall be cast.
Elections shall be by secret ballot. In addition to the slate of nominees presented by the
Board Development Committee, any member representative may become a nominee by
obtaining the Collaborative approval of his or her nomination.  The election will be held
at the Fall board meeting in accordance with the election procedures established by the
Board of Directors.  Each organization eligible to vote shall receive one vote, and shall
have a number of votes equal to the number of openings to be filled.  The nominees
receiving the largest number of votes in each class of the ballot in the annual election
shall be elected to those full term vacancies which exist. 

Section 6. Quorum.  A quorum must be attended by at least fifty percent, (50%) of the Board
members before business can be transacted or motions made or passed. 

Section 7. Notice.  An official Board meeting requires that each Board member have written or
electronic notice two weeks in advance. 

Section 8. Terms of office.  All terms shall be for three years, one-third, (1/3) of the Board
taking office each year.  There shall be no limits to the number of terms which a board
member may serve for the collaborative however after serving 2 consecutive 3 year terms
a member must take a year off before continuing to serve as a board member. A member
may be eligible for re-nomination after taking a year off the board.  
 Initial terms to begin our work in 2009:
* One (1) year term, one third, (1/3) 
* Two (2) year term, one third, (1/3) and
* Three (3) year term, one third (1/3) 
 
(The 1 year term does not count as a 3 year term). 
 
Section 9. Vacancies.  Vacancies shall be filled by the Board, with the recommendation of the
Board development Committee. 

Section 10. Removal.  For the effective functioning of the GSPHC members of the Board of
Directors shall be subject to removal for reasonable cause, for actions which are
considered to be disruptive for the effective functioning of the collaborative or the Board
of Directors, or for failure to attend three (3) duly called consecutive meetings without a
reasonable explanation.  At least seven (7) days notice shall be given to any Director
whose removal is to be considered. The notice will include the time, place and date of the
hearing and will provide the Director with the specific reasons for the actions being
contemplated by the Board.  The Board member may have a representative at the hearing. 
Providing there is a quorum at the hearing, a majority of the Board of Directors present
and voting shall be required to effect a removal.
 
Section 11. Officers.
1. The officers of the board shall consist of a Chair, Vice Chair Treasurer and Secretary
nominated and elected by the Board. Elected officers will serve a term of two (2) years.
The Project Director and GSPHC staff will assist the officers of the board in their duties. 
The lead fiscal agent of the collaborative will be Redington-Fairview General Hospital. 

2. Officer duties: (a) The Chair shall preside at all Board meetings, appoint committee
members, and perform other duties as associated with the office. (b)The Vice-Chair shall
assume the duties of the Chair in case of the Chair’s absence. (c) The Secretary shall be
responsible for the minutes of the Board, keep all approved minutes in a minute book,
and send out copies of minutes to all. (d) The Treasurer shall keep record of the
organization’s budget and prepare financial reports as needed. 
 
Section 12. GSPHC Committees
1. GSPHC District and State will actively participate in the District Coordinating Council
(DCC) and where appropriate engage in district/state level meetings/initiatives

2. Programmatic: The day to day programmatic/initiative work of the collaborative will be
carried out by:

A. GSPHC/Healthy Maine Partnership (HMP)/Office of Substance Abuse
(OSA) Leadership Team (Project Director and hired/contracted staff)

B. HMP Action Team and its sub committees. Somerset Heart Health Covers
PANT funding and work plan responsibilities (meets 2nd Thursday Quarterly Sept,
Nov, Jan, May)

C. Youth and Family Services (YFS)will provide programmatic oversight for OSA
Substance Abuse prevention funds for the GSPHC HMP and Somerset County
Association of Resource Providers (SCARP)will be the Behavioral Health,
Social Service Provider Network (meets third Thursday of each month excluding
September) for the collaborative.

D. Other appropriate public health essential functions roles and responsibilities
will be shared by GSPHC members/organizations.

3. Initiatives: These can be added or deleted based on need, funding, prioritization, etc. The
GSPHC will use/build upon existing community coalitions/initiatives to integrate and or
provide support to these local prevention/quality of life efforts. Initiatives will be based
on data & research; best practice & promising practice; state, regional, & local priorities
(State Health Plan, Comprehensive Community Assessments), citizen engagement.
Note: The Board may appoint standing and ad hoc committees as needed.

Section 13.  Meetings

1. Regular meetings shall be held once a quarter (time and day of the month TBD) 
2. Special meetings may be held at any time when called for by the Chair or a majority of
Board members. 
3. Agenda’s shall be provided at least fourteen (14) days in advance

Section 14. Voting

1. Voting. Each Board member shall be entitled to one vote on each matter considered by
the membership.  No voting by proxy shall be permitted.
2. A majority of board members constitutes a quorum. 
3. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to
a subsequent date. 
4. Passage of a motion requires a simple majority (i.e., one more than half the members
present). The Board will strive for consensus prior to taking its vote. 

 
Section 15. Conflict of Interest.  Any member of the board who has a financial, personal, or
official interest in, or conflict (or appearance of a conflict) with any matter pending
before the Board, of such nature that it prevents or may prevent that member from acting
on the matter in an impartial manner, will offer to the Board to voluntarily excuse
him/herself and will vacate his/her seat and refrain from discussion and voting on said
item.

Section 1. Fiscal management will be a shared responsibility.  Fiscal management, offices, equipment, board, 501(c) 3 status, with reporting functions will be a shared responsibility among partners as GSPHC affiliates (based on an agencies/organizations mission and management capacity to carry out a contract). Redington Fairview General Hospital (RFGH) is the 501(c) 3 for GSPHC HMP and physical activity, nutrition, tobacco and substance abuse (PANTS) work, responsible for grant hire staff and managing Maine Center for Disease Control (Me. CDC)/OSA requirements. All Collaborative HMP grant funded positions/contracts will be the sole responsibility of RFGH to hire and terminate following RFGH contracting and personnel policy and procedures.  RFGH is responsible
for hiring the Project Director.  The Project Director is responsible for assisting RFGH in hiring and supervising other staff. 

Because it falls to the Project Director to help determine which issues the board will address and to assemble the information that shapes the discussion, this individual can guide the board towards a true governance role. The following are three (3) specific methods that the Project Director can take to help the board govern more and manage less:

Section 1. Use a comprehensive strategic plan that has been developed in conjunction with the board and supplement it with regular progress reports. This can be a useful tool for the board as it develops its own annual work plans, and will keep the board's sights focused on the long term goals and mission of the organization. Regular reports based on this plan will keep board members appraised of progress toward organizational goals, and provide part of the basis for evaluation of the Project Director.

Section 2. Provide the board with relevant materials before board meetings, and explain why the materials are coming to the attention of the board. Let board members know how specific agenda items relate to the organization's larger mission, and what kind of action or discussion is desired of the board on each item.

Section 3. Facilitate board and board committee discussions so that the board stays focused on the larger issues. Refer to set policies that define the limits of the board's decision-making power, and strive to engage the board in a dialogue among themselves that leads to consensus-building.

Section 1. These Bylaws shall be reviewed annually and may be amended when necessary by a two-thirds (2/3) majority of the Board of Directors.  Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
 
Article III Section 2. Shall be amended to include:  In the interim of quarterly board meetings, e-mail/phone correspondence shall be used for executive and board decision making.  Any decisions made shall still meet decision making criteria as stated in above bylaws.  (GSPHC) will record all discussion and decisions and will report back results at the next full board meeting.
(Amended 3/1/2010 board meeting.)
 
Article III Section 1.  Shall be amended to read:  The Board shall have up to fourteen (14) members, and no fewer than seven (7). Board members receive no compensation.  (Amended 12/13/2010 board meeting.)
 
Article IV Section 1. Shall be amended to include:  Per Memorandum Of Understanding Between (GSPHC) and Redington-Fairview General Hospital (RFGH), the fiscal agent of (GSPHC), the (GSPHC) board is advisory to (RFGH) and reportable to the (RFGH) board of directors. 
(Amended 12/13/2010 board meeting.)
 
Article III Section 2. Beginning July 1, 2011, Shall be amended to read:  (GSPHC) board will  meet on a bi-monthly basis. 
(Amended 12/13/2010 board meeting.)