Section 1 — Meetings: The Governance Group may determine and hold its meetings as it may. The meetings shall be held at any place within or without the State of Minnesota that the Governance Group may designate. The HCCMHC Chair or a group of 3 Governance voting members may call a special Governance meeting.

Section 2 — Notice: Notice of Governance Group meetings shall be made by giving forty-eight (48) hours oral notice or seven days (7) days written notice to all voting members of the date, time, and place of the meeting. The notice need not state the purpose of the meeting, unless otherwise required by law or these Bylaws. Oral notice may be given by telephone or in person. Written notice may be given by mail, facsimile transmission, telegram, electronic mail, text or may be delivered to the address maintained for each representative in the records of the Governance group. If a meeting schedule is adopted by the Governance Group, or if the date and time of the Board meeting has been announced at a previous Board meeting, no notice is required.

Section 3 — Waiver of Notice: A voting member may waive notice of any meeting before, at, or after the meeting, in writing, orally, or by attendance. Attendance at a meeting by a voting member is a waiver of notice of that meeting unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 4 — Electronic Conference Meetings: A conference among voting members, or among members of any standing or ad hoc committee designated by the Governance Group, by any means of communication through which the participants may simultaneously hear each other during the conference, constitutes a meeting of the Governance Group or the committee, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at the meeting. Participation in a meeting by such means constitutes personal presence at the meeting.

Section 5 — Compensation: Voting and nonvoting members shall receive no compensation for their services as Governance members, but may be reimbursed for reasonable expenses as documented in the annual approved work plan or budget. Nothing herein shall be construed to preclude any voting member from serving the HCCMHC in any other capacity and receiving proper compensation therefore.

Section 1 — Chair: The Governance Group shall elect a Chair from the voting members to serve one two-year term. The Chair shall be selected by a quorum vote of the Governance Group.

Section 2 — Duties: The Chair shall have the following responsibilities:

1. Convene and facilitate meetings;
2. Sign documents as needed;
3. Communicate regularly with the HCCMHC Coordinator, the Chairs of the Parent Leadership Group, and members of the HCCMHC Executive Committee;
4. Perform other duties deemed necessary by the Governance Group.

Section 3 — Removal of the Chair: The Chair may be removed by a majority vote of the Governance Group whenever, in its judgment, the best interests of the Governance Group would be served thereby.

Section 4 — Resignation: The Chair may resign at any time by giving written notice to the HCCMHC. The resignation is effective without acceptance when notice is given to the HCCMHC, unless a later date is specified in the notice. The governing body will then appoint the new chair.

Section 5 — Other Officers: Any other officers appointed by the Governance Group shall perform such duties and be responsible for such functions as the Governance Group may prescribe.

Section 6 — Delegation: Unless prohibited by a resolution by the Governance Group, the Chair elected or appointed by the Board may delegate in writing some or all of the duties and powers of his or her office to other persons, and should include the length of time delegation is effective.

Section 1 — Executive Committee: The Executive Committee shall be comprised of the Collaborative Chair, a Parent rep, a Provider rep, a School rep, a county rep and an insurance provider rep. The Chair serves both as Chair and as the rep for the mandated stakeholder they represent. All members of the Executive Committee shall also be active voting members of the HCCMHC. Except for the power to amend the Bylaws or removing a member or officer, the Executive Committee shall have all the powers and authority of the HCCMHC in the intervals between meetings of the HCCMHC, subject to the direction and control of the HCCMHC. Any actions taken by the Executive Committee shall be presented to the full Council for review, at its next regularly scheduled meeting. The Executive Committee shall also set the times and dates of its meetings and can meet at least once a month during the months when the HCCMHC does not have a regularly scheduled meeting. The Executive Committee shall maintain minutes of each meeting. All meetings will be open meetings. Additionally, the Executive Committee shall perform the following functions, subject to review of the HCCMHC at its Governance meetings:

• Prepare, set priorities and assure the implementation of annual work plan and budget;

• Provide financial oversight of HCCMHC activities, including review of county financial reports and the HCCMHC budget, and any reports of the financial status of the HCCMHC at regularly scheduled HCCMHC meetings.

Section 2 — Other Committees: The Governance Group may also, from time to time, appoint such other committees as it may deem proper, and may prescribe the functions and membership of such other committees.

Section 1 — Fiscal Agent: Hennepin County or any designated community agency contracted with, shall act as the fiscal agent for the HCCMHC. The Parent Leadership Group may elect to use its own fiscal agent to disburse any funds allocated by the Collaborative, and for other funds.

Section 2 — Duties: The fiscal agent shall be responsible for all contractual compensation and expense reimbursement hired by the Governance Group and for any other fiscal services as required.

Section 3 — Execution of Instruments: The fiscal agent shall authorize all notes, checks, drafts, contracts and other instruments executed on behalf of the HCCMHC. The fiscal agent shall use generally accepted accounting and auditing principles.

Section 4 — Dues, Contributions, Grants or Gifts: Any dues, contributions, grants, bequests or gifts made to the HCCMHC shall be accepted or collected only as authorized by the Governance Group into the Integrated Fund or into the Parent Leadership Group account as appropriate. The Integrated Fund shall be under the direct control and administration of the Governance Group. The members agree that once the fiscal agent distributes funds from the Integrated Fund to one of the Partners, the individual stakeholder partner will administer those funds, but the funds will still be subject to the Governance Group approved plan submitted by the individual stakeholder partner.

Section 5 — Reports: The fiscal agent shall prepare reports as needed for the Chair of the Governance Group and others as requested.

Section 6 — Fiscal year: The fiscal year of the HCCMHC shall be January 1 – December 31 of each calendar year, with budgeting practices taking into consideration the annual school year of 7/1 – 6/30.

Section 7 — Audit: The financial records of the HCCMHC will be part of the annual audit conducted by the fiscal agent. Additional audits may be performed, at the Governance Group’s expense as directed by the Governance Group.

Section 1 — Indemnification: The HCCMHC shall indemnify such persons, for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as permitted by Minnesota Statutes, Section 317A.521, as now enacted or hereafter amended.

Section 2 — Conflicts of Interest: The HCCMHC shall not enter into contracts or transactions between the HCCMHC or a related corporation and a voting or non-voting member of the Governance Group or between the HCCMHC and an organization in which a voting/nonvoting member of the corporation is a director, officer, or legal representative or has a material financial interest, except in accordance with the provisions of Minnesota Statutes, Section 317A.255, as now enacted or hereafter amended.

Section 3 — Standard of Conduct: Each voting and nonvoting member shall discharge his or her duties as a member of the Governance Group in good faith, in a manner which the voting or nonvoting member reasonably believes to be in the best interests of the HCCMHC, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

All books and records of the HCCMHC shall be open for inspection by any individual upon request to the Chair of the Governance Group, provided that personnel records of the staff or contractors, confidential records on any individual, or other information subject to the regulations of the Minnesota Data Practices Act or other laws governing the release of private or confidential data, shall not be disclosed except in accordance with such laws. Books and records must be reviewed at the fiscal agent’s office during normal business hours. Requests for reviews require ten (10) days’ written notice and must be reviewed by the Chair and/or designee.