By-Laws of LBJ Behavioral Services, Inc. 

Article I. Name, Mission, and Purpose

NAME

The name of the organization shall be LBJ Behavioral Services, Inc.

MISSION

LBJ Behavioral Health's mission is to fill gaps in mental health services for individuals and families in our community by removing financial barriers and delivering culturally competent and ethical care.

PURPOSE

LBJ Behavioral Services, Inc. is organized exclusively as a charitable organization defined by Section 501(c)(3) of the Internal Revenue Code.  The organization is established to reduce barriers to accessing quality mental health services.

MEMBERSHIP

The membership of the Corporation shall consist of the members of the Board of Directors.

Article II. Meetings (Regular, Special, Annual)

MEETINGS

The Board shall meet at least once quarterly at an agreed-upon time and place. Meetings may be canceled or rescheduled by a majority vote of all directors present in a quorum at a given meeting. The Board of Directors may permit any or all directors to participate in a regular or special meeting by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present at the meeting.

SPECIAL MEETINGS 

Special meetings may be called by the Chair or the Executive Committee with at least two days' notice of the date, time, and place of the meeting. 

ATTENDANCE
Any Director who fails to attend four consecutive regular meetings without being excused by the Presiding Director from attending, or who fails to attend ½ the meetings offered in any twelve (12) month period, will be considered for termination.

ANNUAL MEETING

The date of the regular annual meeting shall be set by the Board of Directors, who shall also set the time and place.

QUORUM 

A quorum for a meeting of the members shall consist of at least 1/3rd of the total number of directors or 2 directors, whichever is the higher number.

NOTICE 

Notice of each meeting shall be given to each voting member by email or phone call not less than five days before the meeting.

ACTION WITHOUT A MEETING

Action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to take action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be. 

RESIGNATION, TERMINATION, AND ABSENCES 

Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excessive absences from the Board if she/he/they have three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Article III. Directors, Positions, and Duties

DUTIES OF THE BOARD OF DIRECTORS 

All corporate powers must be exercised under the authority of and the affairs of the Corporation managed under the direction of its Board of Directors, subject to any limitations set forth in the articles of incorporation.

QUALIFICATIONS OF THE BOARD

Directors must be natural persons who are 18 years of age or older but need not be residents of this state or members of the Corporation unless the articles of incorporation or bylaws so require, that support the mission of the organization.

BOARD ROLE, SIZE, COMPENSATION 

The Board is responsible for overall policy and direction of the organization, and delegates responsibility for day-to-day operations to the organization and committees. The Board can have no fewer than three members and no more than fifteen members, including the following officers: Chair, Vice Chair, Secretary, and the Treasurer. The Board receives no compensation other than reasonable expenses.

Annually at the meeting to be known as the Annual Meeting, or as needed to fill any vacancy, Directors shall be elected by a majority vote of the Directors present, or by appropriate proxy, to the following positions and duties:

Chair:  The Chair of also serves as the President of the Corporation. The Chair sets meeting dates and locations, appoints committees, presides over meetings, sees that the resolutions passed by the Directors are carried out. The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer.

Vice Chair:  The Vice Chair also serves as the Vice President of the Corporation. The Vice Chair takes the place of the Chair when she/he/they are absent or incapacitated. The Vice-Chair will chair committees on special subjects as designated by the Board.

Secretary:  The Secretary is an officer of the Corporation, and a board member of the organization must hold this position.  The Secretary keeps a record of the actions authorized by the Board, and notifies members of meetings and activities. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.

Treasurer:  The Treasurer is an officer of the Corporation, and a board member of the organization must hold this position. The Treasurer shall make a report at each Board meeting. The Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

These officers serve as members of the Executive Committee. 

NOMINATIONS

Nominations for officer positions will take place in December of each year. If absence from the Annual Meeting is unavoidable, appropriate proxies may be submitted before the Annual Meeting to elect Directors to serve in officer positions. 

BOARD ELECTIONS

The election of new directors or the election of current directors to a new term will occur as the first item of business at the annual meeting of the Corporation. Directors will be elected by a majority vote of the current directors annually.

TERMS

All Board members shall serve one calendar year terms but are eligible for re-election.

RESIGNATION 

A resignation is useful when the notice is delivered to the Secretary unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board of directors may fill the pending vacancy before the effective date of the Board of Directors provides that the successor does not take office until the effective date.

REMOVAL OF DIRECTORS

A director elected by the Board may be removed without cause by a vote of two-thirds of the directors then in office. Any director removed from office shall turn over to the Board of directors within 72 hours all records of the Corporation in his or her possession. Any vacancies created shall be filled by the members or directors eligible to vote for the removal.

VACANCIES 

When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

Article IV. Removal of an Officer

If an officer of the Board does not fulfill the duties required as described in Article III, that Director will be notified in writing of the meeting at which removal from office will be discussed and voted upon. At that meeting, the Director may present statements to the Board in an effort to retain the position.

Removal will occur if so voted by a two-thirds majority of the Board present at the meeting or voting by appropriate proxy. If there is a removal of an officer, the officer will no longer be a Director unless otherwise voted upon by remaining board members.

Article V - Committees

The Board may create committees as needed, such as fundraising, social services, etc. The Board Chair appoints all committee chairs. The officers serve as members of the Executive Committee.  Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors and is subject to the direction and control of the full Board.

FINANCE COMMITTEE

The Treasurer is Chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. The Board or the Executive Committee must approve any significant change in the budget. The fiscal year shall be Calendar year. Annual reports are required to be submitted to the Board, showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members, and the public 

Article VI - Staff

The Board of Directors may hire an Executive Director who shall serve at the will of the Board. The Executive Director shall have supervision of the operations of the organization by directing the day-to-day business, maintaining the properties, hiring, discharging, and determining the salaries and compensation of all staff members.  The Executive Director shall also perform such additional duties as may be directed by the Board of Directors. No individual member of the Board of Directors, including members of the Executive Committee, may instruct the Executive Director or other employees of the organization. The Executive Director shall report at the Board or Executive Committee meetings as required by the Board. The Executive Director shall be an ad-hoc member of all committees of the Board of Directors.

Article VII - Amendments

These Bylaws may be amended when necessary with 14 days written notice to the Board of Directors. Proposed amendments must be submitted to the Secretary for forwarding with regular Board announcements. As required by the Articles, any amendment to Article III or Article IV of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.

These Bylaws were approved at a meeting of the Board of Directors of LBJ Behavioral Services, Inc. on 5-22-23.

Letitia Browne-James 

Signature 

Dr. Letitia Browne-James, Board Chair 

Adopted: 5-22-23

Amended: 5-22-23