Mental Health America Inc

“The directors of the corporation elected under article iv of the bylaws and the presiding officers (chairs, presidents, or equivalents) of governing boards (boards of directors or equivalent) of local and state affiliates of the corporation, or their designees, shall constitute the membership of the corporation. The president or chief executive officer, executive director, or any interim staff member or board member acting as the head of local and staff affiliates of the corporation or their proxies shall act as delegates to the national delegate assembly. All affiliates shall be treated the same, regardless of the organizational relationship model that they have adopted. Voting formula: each affiliate shall be eligible to cast two votes at the national delegate assembly. Each affiliate shall be eligible to cast one additional vote for every 300 dues-paying members or fraction thereof that the affiliate can demonstrate during the immediate past calendar year and one additional vote for every $3,000 or fraction thereof paid by that affiliate to the corporation for its affiliation fee during the immediate past calendar year. Members of the board: directors of the corporation shall be considered "at-large" members of the national delegate assembly and shall not be counted in an affiliate's total. They shall each be permitted to cast one vote at the national delegate assembly. Eligibility to vote: in order to cast any votes, each affiliate must have paid all affiliation fees approved by the board for that affiliate for the immediate past calendar year prior to the deadline set by the board. Local affiliates which do not pay affiliation fees to the corporation shall be permitted to vote if the affiliate to which the local affiliate pays affiliation fees has paid all affiliation fees approved by the board for the state affiliate for the immediate past calendar year prior to the deadline set by the board unless the state affiliate certifies that current fees to the state affiliate are unpaid and requests that the local affiliate not be permitted to vote.”

“The board shall consist of between 18 and 24 directors, 15 to 21 of which shall be elected by the national delegate assembly from a slate presented by the board development and governance or from nominations made as hereinafter provided and three of which, the immediate past chair, chair, and chair-elect, shall be elected by the board at the board meeting following the national delegate assembly each year.”

“For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and members, it is further provided that, notwithstanding anything in the corporation's bylaws to the contrary, the membership shall have final authority on all matters governing amendments to the certificate of incorporation, size of the board of directors, election of the board development and governance committee, action recommendations from the board of directors on amending the standards of affiliation and other miscellaneous matters.”

“The accounting department and management review the draft 990 for accuracy. The form is then forwarded to the secretary/treasurer of the board for their review. Once comments, if any, are received from the secretary/treasurer, a draft is forwarded to the full board of directors. Final comments are then forwarded to the outside accounting firm, who files the form with the irs.”

“Each board and committee member is required to sign a conflict of interest disclosure statement annually; the statements are reviewed by the secretary/treasurer. Any conflicts of interest are brought by the secretary/treasurer to the executive committee. The member is asked to excuse themselves in commenting or voting on issues that are or might appear to be of conflict.”

“Mha uses compensation analyses to monitor the compensation of all positions, including officers and key employees. The compensation studies include similar positions within the washington, dc metro area, within the health care field, and within the non-profit industry, and decisions are documented as well.”

“Mha makes its governing documents available to the public for the same period of disclosure as set forth in section 6104(d). Our website, www.mhanational.org, is the main source of communication. If someone calls or emails to request this information, it is sent out promptly.”