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HomeMy WebLinkAboutRiverStone Health.i• ?? V 4 ?r(rp?t? r November 19, 2009 Mayor Kenneth Olson, Jr. City of Laurel P.O. Box 10 Laurel, MT 59044-0010 Dear Mayor Olson, OCT 09 D CITY F LAUREL ------I- a-r-i-ting-wMi-r-eg--r-d-tothe-Cit-y-of-Laure4's-Boafd-ef+-e-a-Ith-polion--that- expires December- - 31, 2009. This is a three-year appointment by the Mayor of Laurel with consent of the City Council. Presently, Donna Wagner holds that appointment, but has informed me that she is not able to serve a 2nd term on our Board. I respectfully request an appointment be made by yourself with consent of your City Council at your earliest convenience, but by December 31, 2009 at the latest. I have enclosed a copy of the bylaws for reference. Meetings will continue to be held monthly, usually the 4th Thursday of the month from 7:00 a.m. to 9:00 a.m. I look forward to your decision. Should you have additional questions please feel free to contact me at 252-5316 or Lil Anderson at 247-3200. Thank you, Don Reed, Chair Nominating Committee Board of Health cc: Lil Anderson, RiverStone Health Lionel Tapia Rod Ostermiller Dr. Douglas Carr 123 South 27th Street . Billings, MT 59101- 4200 . www.riverstonehealth.org YELLOWSTONE CITY-COUNTY BOARD OF HEALTH D.B.A RIVERSTONE HEALTH BYLAWS SECTION I: NAME The name of the governmental multi-jurisdictional service district under the. Interlocal Cooperation Act, Mont. Code Ann. §§7-11-1101 et seq., is the Yellowstone City-County Health Department, doing business as RiverStone Health ("RiverStone Health"). Its community: members are Yellowstone County, Montana, the City of Billings, Montana, and the City of Laurel, Montana (the "Community Members"). SECTION II: PURPOSE The purpose for which RiverStone Health was organized is set forth k its Interlocal Agreement, (the `gnterlocal Agreement"). Consistent with the authority granted under the Interlocal Agreement, RiverStone Health shall promote individual, community and environmental health by understanding, anticipating and responding to the health-related needs of those in RiverStone Health's service area, including, but not limited to: 1. Monitoring health status to identify and solve community health problems; 2. DIAGNOSING AND INVESTIGATING health problems and hmath hazards in the community; 3. INFORMING, EDUCATING, AND EMPOWERING people about health issues; 4. MOBILIZING community partnerships and action to identify and solve health problems; 5. DEVELOP POLICIES AND PLANS that support individual and community health efforts. 6. ENFORCING laws and regulations that protect health and ensure safety; 7. LINKING people to needed PERsgNAL health services and assure the provision of health care when otherwise unavailable; 8. ASSURING competent public,and personal` health care workforce; 9. EVALUATING effectiveness, accessibility, and quality of personal and population-based health services; and 10. RE5EARCHING for new Jnsights and-innovative solutions to health problems. SECTION IH: BOARD MEMBERSHIP A. GENERAL POWERS . RiverStone Health is a separate legal entity, administered by the Yellowstone City-County Board of Health, (the "Board"), with authority for the administration of Health Services and Health Department Functions, as provided in the Interlocal Agreement. Pursuant to the Interlocal Agreement, the Board shall adopt bylaws, rules and regulations for its operation and administration. -1- BOH By-laws Draft 10-09 B. COMPOSITION AND TERM Board Membership shall consist of not less than twelve (12) members, nor more than fifteen (IS) members. Two (2) members shall be appointed by the Board of County Commissioners of Yellowstone County. Two (2) members shall be appointed by the Mayor of City of Billings with consent of the City Council of Billings. One (1) member shall be appointed by the Mayor of Laurel with consent of the City Council of the City of Laurel. The remaining 7-10 board positions will be filled by the Board, with one Board member being a current and active member of the RiverStone Health Clinic Board (the "RiverStone Health Clinic Board Member"). All Board members are appomted for staggered terms, as provided in the Interlocal Agreement. The term for each appointed Board member shall be three years. Board members may be reappointed. C. DUTIES AND RESPONSIBILITIES The Board shall have the power and authority as delegated in the Interlocal Agreement, including, but not limited to, providing Health Services and Health Department Functions, as defined in the Interlocal Agreement. Those powers and authorities delegated to RiverStone Health include, but are not limited to: 1. Exercising the applicable duties and functions conferred Title 50 of the Montana Code Annotated, as amended and other public health functions, as described in the Interlo cal Agreement; 2. Administering health services as described in the Interlocal Agreement; 3. Employing, evaluating and/or terminating employment of the RiverStone Health Chief Executive Officer (the "Chief Executive Officer") and the Yellowstone County Health Officer (the "Health Of&cce ), as provided in the Interlocal Agreement; 4. Approving budgets, fiscal policies and reviewing and approving the financial position of RiverStone Health and reporting the financial condition of RiverStone Health to the Community Members; 5.. Annually reviewing and approving RiverStone Health's employee compensation system; 6.. Reviewing the activities of RiverStone Health and report at least annually RiverStone Health's activities to the Community Members. 7. Entering into contracts; including those to receive grant monies, and so far as the same shall be consistent with Interlocal Agreement. All RiverStone Health revenues are to be contracted directly to the Board. 8. Entering into formal and informal arrangements, agreements or partnerships with other agencies or entities that can assist in the accomplishment of the purpose, goals and objectives of RiverStone Health; 9. Any other power or authority granted to the Board under the Interlocal Agreement. D. CONFLICT OF INTEREST Each Board member shall comply with and abide by the Board's Conflict of Interest Policy. -2- BOH By-laws Draft 10-09 E. VACANCIES Vacancies occurring other than by expiration of a term will be filled for the unexpired term of that Board member according to Section IIIB of these bylaws. All vacancies will be posted for public notice by the appropriate appointing Community Member or the Board as applicable. F. REMOVAL FROM THE BOARD AND ATTENDANCE AT BOARD MEETINGS 1. Removal. A Board member, during his/her term, may be removed with or without cause, upon a vote of two-thirds (%) of all the Board members. The action of the Board shall be final. 2. Attendance. Board members recognize a duty to regularly attend Board meetings. Any member of the Board who misses three (3) consecutive meetings without an excuse-from the Chairperson or his/her designee may be replaced by a vote of two-thirds (%) of all the Board members. G. COMPENSATION No Board member shall receive any compensation for serving as a Board member, but may be reimbursed for authorized expenses incurred on behalf of the Board: H. PRESUMPTION OF ASSENT. A Board member who is present at a meeting of the Board at:which action on any matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting, or unless he or she shall file written dissent to such action with the Secretary of the meeting before adjournment thereof or shall forward such dissent by registered mail to the Secretary immediately after adjournment of the meeting. Such right.to dissent shall not apply to a Board member who voted in favor of such action. SECTION IV: BOARD OFFICERS A. ELECTION OF BOARD OFFICERS Officers of the Board ("Board Officers") shall be elected at the last regular meeting of each calendar year and shall serve for a period of one year, commencing at the first meeting of the calendar year. The Board shall elect a Chairperson, Vice Chairperson, and Secretary/Treasurer and such other officers as the Board deems necessary to fulfill its responsibilities. Board Officers shall be members of the Board. B. CHAIRPERSON The Chairperson shall conduct both regular and special meetings of the Board; assure that all policies of the Board are appropriately implemented; perform all other duties incident to the office as may be assigned to him/her by the Board; and have authority to establish ad hoc committees and, unless committee appointments are otherwise designated under these Bylaws, appoint members to all committees. The Chairperson serves as the chair of the executive Committee and as an ex-officio non- voting member of all other committees. -3- BOH By-laws Draft 10-09 C. VICE-CHAIRPERSON The Vice-Chairperson shall conduct all regular and special meetings of the Board in the absence of the Chairperson and shall perform such duties as may be assigned to him/her by the Chairperson or the Board of Directors. D. SECRETARY/TREASURER The Secretary/Treasurer shall be responsible for keeping the minutes of all meetings of the Executive Committee and the Board of Health. The Secretary/Treasurer shall mod with the administration to review agency books, and financial status and chair the Finance Committee. The Secretary/Treasurer shall perform other duties as assigned to him/her from time to time by the Chairperson or the Board. E. DEPARTURE, REPLACEMENT AND REMOVAL OF BOARD OFFICERS In the event a Board Officer ceases to serve prior to expiration of his.or her term, then the-Board shall elect a replacement who shall serve the remainder of the vacated term Any Board Officer during his/her term of office may be removed from office with or without cause by a vote two-thirds (%) of all the Board members. The action of the Board shall be final. SECTION V: COMMITTEES A. STANDING COMMITTEES. 1. EXECUTIVE COMMITTEE. i) The Executive Committee shall be composed of the Chairperson, Vice-Chairperson Secretary/Treasurer, and immediate past Chairperson. The Executive Committee shall act for RiverStone Health in all imatters,during interim periods between Board meetings and approval of the Executive Committee actions shall be placed on the consent agenda of the next regularly scheduled. Board meeting. On an annual basis, the Executive Committee shall, with comment from the`Board, evaluate the performance of the Chief Executive Officer and Health Officer. The Executive Committee shall supervise the implementation of the programs, policies and financial decisions of the Board. With the exception that the Chief Executive Officer shall not participate in his or her annual evaluation as an Executive Committee member, the Chief Executive Officer shall otherwise serve ex officio as a non- voting member of the Executive Committee. u) The Executive Committee shall act as the Compensation Committee to review and recommend changes to compensation for the CEO, Health Officer and senior executive staff under the Board's compensation philosophy, strategy and related policies. iii) The Executive Committee will act as the By-Laws Committee to annually review and recommend changes when necessary to the full Board when necessary. 2. FINANCE COMMITTEE. 4- BOH Bylaws Draft 10-09 The Chairperson will appoint a Finance Committee which will have responsibility for reviewing all RiverStone Health financial statements, budget, and financial policies. The finance committee shall also serve as the Board's audit committee. The Finance Committee will make recommendations to the full Board for approval of budgets, financial policies and audits. The Chief Executive Officer shall serve ex officio as a non-voting member of the Finance Committee. 3. MEMBERSHIP/NOMINATING COMMITTEE. A Membership/Nominating Committee shall be appointed to review Board member applications, conduct interviews, develop a slate of Board officers for the annual election and make recommendations to the Board for vacancy replacements at term expiration or for a vacancy occurring due to voluntary or involuntary termination. The Chief Executive Officer shall serve ex officio as a non-voting member of the Membership/Nominating Committee. 4. PUBLIC HEALTH POLICY DEVELOPMENT COMMITTEE. A Public Health Policy Development Committee will be appointed to identify priorities for development of public health policy statements, including new initiatives, enhanced initiatives, and advocacy efforts to be considered by the Board of Health. The Chief Executive Officer shall serve ex offi'cio as a non-voting member of the Public Health Policy Development Committee. B. AD HOC COMMITTEES. The Chairperson of the. Board may appoint such other ad hoc committees as necessary to accomplish the purposes of RiverStone Health. The Chief Executive Officer shall serve ex officio as a non-voting member of such ad hoc committees. C. AUTHORITY OF COMMITTEES. Except as provided specifically in these Bylaws, no committee shall have power or authority to act on behalf of the Board, but shall make recommendations to the Board. All committees shall make minutes of their meetings and those minutes shall be available to the members of the Board. SECTION VI: BOARD LIAISONS A. RIVERSTONE HEALTH CLINIC LIAISON. The RiverStone Health Clinic Board Member shall serve as a liaison between the Board and the RiverStone Health Clinic Board. B. COMMUNITY MEMBER LIAISON. For Board members appointed by a Community Member, a Community Member representative will be appointed by the Chairperson to act as the liaison to that Community Member. It will be the -5- BOH By-laws Draft 10-09 responsibility of the liaison appointee to formally report at least semi-annually, Board activities and actions to his or her Community Member. SECTION VII: MEETINGS A. PUBLIC MEETINGS The Secretary or his/her designee shall notify Board members of all regular and special meetings. A written agenda for the meeting shall accompany the notification. B. REGULAR MEETINGS A regular meeting of the Board will be held, with notice as provided in Section VII. A. of these bylaws, at a predesignated place and time compatible to Board members. The Board shall hold regular meetings quarterly and more often as necessary. C. SPECIAL MEETINGS Special meetings may be called in accordance with Section VII. A. as necessary by or at the request of the Chairperson, or any two members of the Board; or the Chief Executive Officer and may be held at any predesignated place and time for any purpose including the viewing of any places of potential hazard. D. EXECUTIVE SESSION The Board may convene in executive session. There are only a few instances where the public cannot attend an executive Board session. Board counsel may instruct the Board on the propriety of convening executive session. SECTION VIII: VOTING AND QUORUM A. VOTING Unless otherwise provided in these Bylaws, a majority of the members appointed to the Board shall constitute a quorum. for the transaction of business at any meeting, except that a vote of not less than two-thirds (%) of all Board members shall be required to: 1. Amend or add to these bylaws, 2. Remove an officer of the Board, 3. Remove a member of the Board, and 4. Add additional Board members above twelve (12). B. PROXY -6- SOH By-laws Draft 10-09 There shall be no voting by proxy. C. ACTION WITHOUT MEETING 1. Written Action. Any action that may be taken by the Board at a regularly scheduled Board meeting, may be taken without a meeting if the action is approved by two-thirds (%) of the Board and is evidenced by one or more writings signed by at least two-thirds (%) of the Board. Electronic signatures of Board members are permitted and an e-mail ;from a Board member describing and approving the action is sufficient evidence of approval. 2. Effect of a Written Action. The written action is effective when two-thirds (%) of the Board members have approved the action, unless the writing specifies a different effective date. The written action approved by this section has the effect of a. meeting vote and, may be described as a vote in any document. 3. Written Action Included in the Board Minutes. Tne.Board's approval by written action shall be included in the minutes of the next regularly scheduled Board meeting. SECTION IX: REPORTS A. MINUTES Minutes of all regular and special meetings of the Board shall be retained and signed by the secretary, or a representative of the Board, as determined by the Chairperson. Minutes will be provided to members prior to the next regular meeting and acted upon by the Board at a subsequent meeting. All minutes shall be retained in the RiverStone Health Administrative Offices, shall be placed in a "Minutes Book." The Chief Executive Officer or his/her representative shall record the minutes for all Board and committee functions. The approved minutes ofthe.Board shall constitute the official record of the regular and special meetings of the Board. B. RULES AND REGULATIONS Rules, regulations and policies adopted by the Board shall be kept in a "Rules and Regulations" section of the "Minutes Book". C. ANNUAL FINANCIAL REPORT The Board shall annually render a report of RiverStone Health's audited financial condition to the Community Members. SECTION X: FISCAL YEAR AND BUDGET A. FISCAL YEAR The fiscal year of the Board begins on the first day of July. -7- BOH By-laws Draft 10-09 B. BOARD FINANCING The Board is financed in accordance with the Mont. Code Ann. §50-2-111, and receives funding through federal, state, private funds and the Health Mill through the County mill levy. The Board will present the budget on County mill dollars each year to the Board of County Commissioners. C. BUDGET The Board shall approve, and adopt the budget for each fiscal year on or before the first day of July each year. SECTION XI: INDEMNIFICATION Indemnification. RiverStone Health shall indemnify, including the payment of costs and attorney fees, any Board member or officer or former director or officer of RiverStone Health against claims, liabilities, expenses, and costs necessarily incurred by him or her in connection with the defense, compromise or settlement of any action, suit or proceeding, civil or criminal, in which such Board member or officer, including a former Board member or officer, is made a party by reason of being or having been:a Board member or officer, if the Board member or officer acted in good faith and in a matter he or she reasonably believed was in the best interests of RiverStone Health or was at least not opposed to the best interests of RiverStone Health, and in the case of a criminal proceeding, he or. she has no reasonable cause to believe the conduct giving rise to the criminal offense was unlawful.` 2. Conditions Where Indemnity Does Not Apply. Notwithstanding the Provisions of Section XI, paragraph 1 to the contrary, RiverStone Health shall not indemnify a Board member or officer: a. in connection with a. proceeding by, or in the right of, RiverStone Health in which the Board member or officer was `adjudged liable to RiverStone Health; or b. In connection with any other proceeding that charges improper personal benefit to the Board member or officer, whether or not involving action in the Board member or officer's official capacity, 'in which the Board member or officer was adjudged liable on the basis that personal benefit was improperly received by the Board member or officer. 3. Liability Insurance. RiverStone Health shall maintain liability insurance, insuring Board members and officers, and former Board members and officers, of RiverStone Health, with such limits, deductibles and under such other conditions and terms as the Board shall determine. SECTION XH: CHIEF EXECUTIVE OFFICER A. CHIEF EXECUTIVE OFFICER APPOINTMENT The Board shall appoint a Chief Executive Officer and fix the salary. B. RESPONSIBILITiEs -8- BOH By4aws Draft 10-09 The Chief Executive Officer shall: 1. Direct the activities of the organization and implement the policies and programs established by the Board of Health; 2. Unless otherwise provided by the Board, sign contracts, accept, account for, and disburse funds for RiverStone Health; and 3. Be responsible for the employment, or termination of employment of all RiverStone Health employees. SECTION XIV: HEALTH OFFICER A. HEALTH OFFICER APPOINTMENT The Board shall appoint a Health Officer and fix the salary. B. DUTIES The Health Officer shall perform duties as outlined in Mont. Code Ann. §50-2-118 and all subsequent revisions and amendments. SECTION XV: AMENDMENT TO THE BYLAWS These bylaws, except those sections or parts of sections based upon statutory authority, may be altered, or repealed and new bylaws adopted by the Board in accordance with Section VIII. A. 1. of these bylaws. The bylaws may be approved by written action in accordance with Section VIII.C of these bylaws. SECTION XVI: PARLIAMENTARY PROCEDURES The board shall follow Roberts Rules of Order, the latest edition, at its meetings. CMT_IFICATE OF ADOPTION OF BYLAWS The undersigned, the secretary of the Board, does hereby certify that the above and foregoing bylaws were duly adopted as the bylaws of RiverStone Health by a two-third's vote of the Board at a duly held meeting on , 2009, and the same do now constitute the bylaws of RiverStone Health. DATED: .2009 Board Secretary APPROVED: -9- BOH By-laws Draft 10-09 Board Chair -10- BOH By-laws Draft 10-09