ACCJH Bylaws

BYLAWS OF

The Academic Consortium for Criminal Justice Health  

These Bylaws are intended to provide a framework to allow the individual members and institutions participating in Academic Consortium for Criminal Justice Health (ACCJH) to initiate, govern, and take necessary steps toward incorporation of the Consortium. 

ARTICLE I

Purposes of the Consortium

Section 1.01 Purposes. The Academic Consortium for Criminal Justice Health, hereinafter referred to as ACCJH, is organized for scholarly and educational purposes to advance the field of criminal justice health.

Mission Statement

Section 1.02 The mission of the Academic Consortium on Criminal Justice Health is to advance the science and practice of health care for individuals and populations involved with the criminal justice system.

ARTICLE II

Offices

Section 2.01 Location. ACCJH is a Consortium administered by Commonwealth Medicine, a division of the University of Massachusetts Medical School, with offices located at 333 South Street, Shrewsbury, MA, 01545. 

ARTICLE III

Members

Section 3.01 Members: There are two forms of membership- Institutional and individual. Institutional members shall have one vote. Individual members shall have one vote. 

Institutional and individual memberships are available for those engaged and interested in advancing the purpose and the mission of ACCJH.  Institutional membership is open to institutions of higher learning and non-profit corporations engaged in research, health profession student training and clinical care concerning individuals supervised by the criminal justice system and to state, federal and local correctional agencies.

Section 3.02 Meetings of the Membership: An annual meeting of the membership will take place during the annual Academic and Health Policy Conference on Correctional Health which takes place in March of each calendar year.  Decision-making for the organization will largely be the responsibility of the Board of Directors, a representative leadership body of the membership, to be elected by the membership via electronic vote annually.  From time to time, additional meetings of the membership may be scheduled via a conference call should important governance or strategic decisions involving substantial change to ACCJH be necessary. Voting by the membership at annual meetings will be by voice vote. In the event that a majority vote by voice is unclear, voting by electronic or paper ballot will take place.

ARTICLE IV

Governance

Board of Directors

Section 4.01 Board of Directors.

The Board of Directors shall not be less than eight members and no more than 30. There will be designated members who are members of the board by their position in the organization. There will be members voted on by the Board for membership and there will be institutional members who are granted Board status through the generosity of their parent institution.  

Institutional members of the board shall comprise no more than 40% of the total number of the board of directors. The number of Directors may be increased or decreased from time to time by amendment to the Bylaws. No decrease shall shorten the term of any incumbent Director nor shall the number of Directors be reduced to fewer than eight.

Section 4.02 Authority and Duties of the Board.  The Board will be responsible for the overall strategic and policy direction of ACCJH.  The administrative staff of ACCJH, in close consultation with the Board, shall manage ACCJH.

Section 4.03 Election and Term of Directors.

(a) The first Board of Directors of the ACCJH shall consist of those persons accepting nomination from the administrative director of ACCJH. Such persons shall hold office until the second annual meeting occurring in March 2014. 

(b) Election of Directors shall occur at each annual meeting of the Board of Directors. Beginning in 2016 and going forward, terms for board members elected will be two years. Each Director shall hold office until the annual meeting when his/her term expires and until his/her successor has been elected and qualified. Directors may be re-elected for up to four consecutive terms on the Board of Directors.

Section 4.04 Director Qualifications. A majority of Directors must reside in the United States and be an individual membership or represent an institutional membership engaged and interested in advancing the purpose and the mission of ACCJH and be an employee or faculty member of an institution of higher learning or an officer of an affiliate organization. Leadership level of institutional membership guarantees a seat on the Board of Directors.

Section 4.04a Board Positions representing certain constituencies. Two seats on the Board of Directors will be reserved for two constituency groups as follows. A Student/Trainee Member will be a student/trainee in good standing from a member institution and will represent student members. A Community Member will be a formerly justice involved individual who is employed by or affiliated with a member academic institution.

Section 4.05 Vacancies. When a vacancy on the Board occurs, current Directors may submit a nomination to the chair. These nominations shall be reviewed by the Board to be voted upon at the next Board meeting. Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the remainder of the term. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office and shall serve until his/her successor is elected and qualified. 

Section 4.06 Removal of Directors. A Director may be removed by a majority vote of the entire Board of Directors, at any regularly scheduled or special meeting of the Board of Directors, whenever, in its judgment, it serves the best interests of the Consortium.

Section 4.07 Resignation. A Director may resign from the Board at any time by giving notice in writing to an Executive Member of the Board. Such resignation shall take effect at the time notice is given, unless a later effective date is given in the notice. No acceptance of such resignation shall be necessary to make it effective.

Section 4.08 Quorum of Directors and Action by the Board. A majority, representing a number equal to or greater than 50% of the Directors then in office shall constitute a quorum for the transaction of business. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such proceedings. As provided in Section 4.10 below, A Director may participate in meetings through video- or tele-conferencing.  The Director’s participation through such means may be counted for the purpose of constituting a quorum.

Section 4.09 Meetings of the Board.

(a) The Board shall hold at least four regular meetings a year, one of which will constitute the Board’s annual meeting. The Board may meet more frequently if circumstances require. If additional meetings are requested beyond the four scheduled meetings, Directors will be notified three days in advance of said additional meeting. The annual meeting shall be held once a year at a time and location set by the Board of Directors. Three of four meetings may be held via conference call each year with an in-person meeting occurring at the time of the annual meeting.

(b) All Directors shall receive prior notice of Board Meetings. Board meetings will be established one year in advance, with dates chosen at the annual Board meeting. 

Section 4.10 Informal Action by Directors; Meetings by Conference Telephone.

(a) Unless otherwise restricted by these Bylaws, any action required or permitted to be taken by the Board may be decided without a meeting if a majority of the Directors consent in writing through fax, mail, or by electronic mail to the adoption of a resolution authorizing the action. The resolution and the Directors written consents shall be filed with the minutes of the Board.

(b) Unless otherwise restricted by these Bylaws, Directors may participate in a meeting of the Board or a committee of the Board by conference telephone or other technology by which participants can simultaneously hear each other.  Such participation shall constitute presence at the meeting. Meetings in which board members are not physically in attendance and are participating via technology a recording of attendance shall be taken at the beginning and end of each meeting.

Section 4.11 Voting. Each Director shall have one vote. All voting at meetings shall be done personally and no proxy shall be allowed.

Section 4.12 Compensation. Directors shall not be compensated for services rendered to ACCJH as members of the Board, except that Directors with appropriate receipts may be reimbursed for reasonable expenses incurred on behalf of ACCJH, based on policies and prior approval by the Board. 

Section 4.13 Absence. Each Director is expected to communicate with the Chair/President in advance of all Board meetings regarding attendance or participation by conference telephone or other agreed-upon technology. Any Director who is absent from [three] successive Board meetings hall be deemed to have resigned due to non-participation, and his/her position shall be declared vacant, unless the Board affirmatively votes to retain that Director as a member of the Board.

Section 4.14 Indirect Compensation Prohibited. No members, institutional members, directors, volunteer or paid staff of the ACCJH shall be permitted to borrow monies from ACCJH or make loans from ACCJH. An exception would be advancing monies for expected reimbursement of travel expenses.  Monies expended to any member, director, or institutional member for services performed must be only at the direction of a majority of the Board, with disclosure to the full membership, and such transactions must have documentation that these are at fair market value or less. No member, Institutional Member, Director, volunteer or paid staff may bind the ACCJH to any encumbrance without the express permission of a majority of the Board of Directors.

ARTICLE V

Committees

Section 5.01 Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each consisting of two or more Directors. However, no committee shall have the authority to amend or repeal these Bylaws, elect or remove any officer or Director, adopt a plan of merger, or authorize the voluntary dissolution of ACCJH. There shall be an Executive, Research, Education, and Nominating Committee.

Section 5.02 Executive Committee. Between meetings of the Board of Directors, on-going oversight of the affairs of the ACCJH may be conducted by an Executive Committee, the membership of which shall include the Officers of the Board.

Section 5.03 Research Committee. The Research Committee shall be charged advancing policy and opportunities to perform research to improve the health status of individuals under criminal justice supervision.  Such initiatives include, but are not limited to, briefing of grant-making organizations, development of networked research and recommending changes to policies .governing ethical considerations for conducting research with this population.  Members of the Research Committee will also serve as peer reviewers for annual conferences and assist members of ACCJH who are interested in finding a mentor or collaborator. The Board of Directors may nominate other Directors or volunteer for membership to the Research Committee. The Research Committee Chair will be chosen via majority vote by the of Board of Directors. The Research Committee Chair will serve a term of two years.

Section 5.04 Education Committee. The Education Committee shall be charged with advancing training policies and the training of pre-doctoral and graduate health profession students interested in careers involving clinical care or research concerning individuals under the supervision of the criminal justice system.  Such initiatives include, but are not limited to, advancing formal recognition of degree or specialty status in criminal justice health and working with member institutions or individuals to develop and improve curricula focused on advancing the knowledge and skills needed to work with this population.  In addition, members of the Education Committee will help plan the annual conference and serve as peer reviewers for conferences or online curricular modules. The Board of Directors may nominate other Directors or volunteer for membership to the Education Committee. The Education Committee Chair will be chosen via majority vote by the Board of Directors. The Education Committee Chair will serve a term of two years.

Section 5.06 Other Committees: The Board of Directors may create ad hoc Committees in response to the needs of ACCJH without a change in bylaws.  However, addition of permanent committees will require an amendment to the bylaws.

Section 5.07 Term of Office. Each member of a committee shall serve for up to two years until the next annual meeting of the Board of Directors and until a successor is appointed, unless the committee is sooner dissolved.

Section 5.08 Vacancies. Vacancies in the membership of committees may be filled by the Chair of the Board.

ARTICLE VI

Officers, Agents, and Employees

Section 6.01 Officers. The Board of Directors of ACCJH shall elect a Chair, a Vice-Chair, Treasurer and a Secretary. Officers shall not receive any –direct or indirect compensation and must be Directors of ACCJH. 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 and Secretary.

Any two offices may be held by the same person, except that the Chair may not hold another office. Chairs of the Education and Research Committees shall also be elected and serve as officers of the Board.

Section 6.02 Term of Office. The officers of ACCJH shall be elected for two-year terms at the regular annual meeting of the Board of Directors. Vacancies may be filled or new offices created and filled at any meeting of the Board. Each officer shall hold office until a successor is elected or appointed.

Section 6.03 Removal. Any officer may be removed by a majority vote of the entire Board of Directors in office, whenever in the Board's judgment the best interests of ACCJH will be served. The request for removal of a Director must be placed on the written agenda and distributed two weeks prior to a scheduled board meeting.

Section 6.04 Resignation from Office. Officers may resign at any time by providing written notice to the Chair or administrative director.

Section 6.05 Powers and Duties. The powers and duties of the officers of ACCJH shall be as follows:

(a) Chair. The Chair shall preside at the meetings of the Board of Directors. The Chair shall play a major role in representing the organization within and outside the community and will work with the administrative director of ACCJH to set the course of the organization’s strategic initiatives. Should the Chair and the Board of Directors believe that the performance of paid staff does not meet the expectations and strategic goals of the Consortium, the Chair will have access to the Executive Vice Chancellor of the University of Massachusetts Medical School or her/his designee in order to communicate such concerns.

(b) Vice Chair. In the absence of the Chair, or her/his inability to act, the Vice Chair shall perform the duties of the Chair. Like the Chair, the Vice Chair shall play a major role in representing the organization within and outside the community. The Vice Chair will assume the Chair position at the end of the two-year term of the Chair. 

(c) Secretary. The secretary will work with staff to ensure accurate recording of board meeting minutes and will ensure that an accurate meeting agenda is distributed to board members at least one week before any meeting.

(d) Treasurer. The treasurer will work with staff to supervise an accurate accounting of the financial standing of the Consortium.  The treasurer will present the annual budget and budget updates at each board meeting.

(e) Committee Chairs. The Chair, Standing Committee Chairs of Research and of Education, the Secretary, and the Treasurer shall help set the course of the consortium and bring forward initiatives to the mission of the Consortium and be members of the board.

Section 6.06 Agents and Employees: A professional responsibility and compensation subgroup of the Board of Directors shall participate in the appointment process for the Administrative Director of ACCJH, in conjunction with the leadership of Commonwealth Medicine and the University of Massachusetts Medical School.

Section 6.07 Compensation. Until such time as the ACCJH becomes a non-profit organization, decisions regarding the compensation, hiring and termination of the Director of ACCJH will be made by the leadership of Commonwealth Medicine with input from the board.

ARTICLE VII

Miscellaneous 

Section 7.01 Amendment of Articles and Bylaws. The Articles of the Bylaws of the Consortium may be adopted, amended, or repealed by a majority vote of the directors then in office, provided that at least two weeks’ written notice has been given each member of the Board of the intention to adopt, amend, or repeal the Articles of Incorporation or the Bylaws. This action or actions will be subject to ratification by the membership at the annual meeting.