New Mexico  Credentialing Board for Behavioral Health Professionals, Inc. 

BYLAWS
of the New Mexico Credentialing Board for Behavioral Health Professionals, Inc.

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ARTICLE I        Name of the Board
The name of the Board shall be the New Mexico Credentialing Board for Behavioral Health Professionals, Inc (NMCBBHP, Inc.), herein after referred to as the Credentialing Board and the objectives and purpose shall be stated and provided for in the Operational Procedures of this board.


ARTICLE II      Executive Board Meetings
The executive board shall meet as scheduled and no less than once per quarter.


ARTICLE III      Annual General Board Meeting
The Annual Meeting will be held at a time designated by the executive committee within the fiscal year.


ARTICLE IV      Special meetings
A special meeting may be requested by any three or more executive members and be convened by the Chairperson.


ARTICLE V      Quorum of General Board Meeting
A minimum of eight current Credentialing General Board Members and of which four must be executive board members shall constitute a quorum

at any General meeting of the board for the transaction of business.


ARTICLE VI      Quorum of Executive Board Meetings
A minimum of 50% of current/active Executive Credentialing Board Members shall constitute a quorum at any Executive board meeting

for the transaction of business.


ARTICLE VI      Voting/Proxy Voting
All Credentialing Board Certified Professionals who are in good standing and abide by the Credentialing Board ethics, by-laws and guidelines are eligible
for general Board membership and are free to attend any and all general credentialing Board meetings and vote on issues and elections. Credentialing board membership is constituted by obtaining a NMCBBHP and /or IC&RC credential and approval by the Executive Committee for two year terms. Each member shall be entitled to cast one vote per issue. Proxy voting by members or those persons serving on the Credentialing board shall be permissible.   A voting member will send a written signed statement allowing cosign to vote.

When a quorum is not present at a board meeting; an email will be sent out to all executive board members for a vote; 3 working days will be provided

for a response. Non response is considered a vote for approval. Emergency votes can take place via email between board meetings as necessary utilizing the same criteria as above.


ARTICLE VII      Qualifications of the Board of Directors
The Credentialing Board shall consist of at least four (4) representative members: 1) Chair, 2) Vice-Chair, 3) Treasurer, and 4) Secretary.

Each representative member shall commit to serve a 2-year term. Chair, Vice-Chair, and Secretary shall be credentialed professionals and shall be elected by the Certification Board at the annual meeting.  The position of Treasurer may be a credentialed professional and/or have experience in

financial oversight/bookkeeping.  Each representative member shall commit to serve a 2-year term


ARTICLE VIII      Functions of the Certification Board


The business and affairs of this Credentialing Board shall be managed by a Board of at least four (4) officers.  
The functions of a Board shall include but not be limited to:

1.  The selection of and delegation of authority to officers necessary for the management of the Board business.

2.  The determination of guidance and management policies of the Board.

3.  Manage the credentialing process.

4.  In the absence of procedures, the Robert’s Rules of Order shall apply.

 

ARTICLE IX      Officers of the Credentialing Board

NUMBER & TERM.

The principal officers of the Board shall be the Chairperson, Vice-Chairperson, Secretary, Treasurer, Each officer shall serve a term of two years. No two offices shall be held by the same person. All Officers shall be present at the regularly scheduled meetings of the Board in an ex-officio, non-voting capacity, except for the Chairperson who shall cast a vote only in the event of a tie. Election of officers shall occur at the annual meeting.  The Chairperson shall be elected in an even-numbered year and take office immediately upon election. The Vice–Chairperson and Secretary shall be elected in odd-numbered years and take office immediately following the close of that meeting. The Treasurer shall be elected in even-numbered years and take office immediately following the close of that meeting. Each officer holding office at the adoption of these amended Bylaws shall remain in office until his/her successor shall have been duly elected or until his/her death, registration or removal.
 
REMOVAL
Any officer of the executive board missing three (3) regularly scheduled Executive meetings of the board that require a quorum in one fiscal year, to which notification was sent, shall be deemed to have resigned their  executive position from the board.


Any officer may be removed by the Board by an affirmative majority vote of all Executive Board Members then on the Board at any regular or special meeting called for that purpose. An Officer may be removed for malfeasance, conduct detrimental to the interests of the Board, lack of sympathy with its objective or refusal to render reasonable assistance in carrying out the Board’s purposes. Any Officer proposed to be removed shall be entitled to at  least thirty (30) days notice sent by certified mail, return receipt requested of the meeting of the Board at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board at such meeting.

VACANCIES
A vacancy in any principal office shall be filled by a majority vote of the Board and the person elected shall serve for the unexpired portion of the term.
No person may hold more than one office and each officer shall serve for a period of no less than two years and may succeed her/himself in the same office position for no more than 3 consecutive terms. Each officer may be elected to hold a different office position after holding the same office position for 3 consecutive terms.

  
ARTICLE X      Additional Officers and Agents

The Credentialing Board at its discretion may appoint any other officers, agents or consultants as it may deem advisable and prescribe the duties thereof.

EXECUTIVE DIRECTOR. The Credentialing Board shall employ an Executive Director to carry out duties as assigned.   Executive Director responsibilities:

1.  Reporting to the Board of Directors.

2.  The executive (ED) will have overall strategic and operational responsibility for NMCBBHP staff, programs, expansion and execution of its mission.

3.  Devise and address remedial action for any identified issues and conduct crisis management when necessary.

4.  Provide leadership, guidance and direction

5.  Responsible for proper utilization of Board funds to include assisting the Administrator assistant  in the preparation of board liability insurance, IRS       and/or 501c3 related paperwork.

6.  Responsible for Marketing and Public Relations

7.  Create complete business plans for the attainment of goals and objectives set by the board of directors.

8.  See that the Board is kept fully informed on the condition of the organization  and all important factors influencing it.

9.  Represent the programs and point of view of the organization to agencies, organization and the general public


The Executive Director shall be a non-voting member of the Board and its committees and shall be selected or removed by a majority vote.  If the Executive Director position is vacated, an interim Executive Director shall be selected by the board by a majority vote until a new ED is selected.


ARTICLE XI     Duties of the Officers

CHAIRPERSON                             VICE-CHAIRPERSON                  SECRETARY                    TREASURER

CHAIRPERSON shall be the Chief Executive Officer of the Board, shall exercise general supervision and control of the business and affairs of the Board.   
He/She shall, when present, preside at all meetings of the Board. He/She shall have authority to appoint such agents and employees of the Board as deemed necessary, to prescribe their power, duties and compensation and to delegate necessary authority to them. The Chairperson shall have authority to sign, execute and acknowledge on behalf of the Board all contracts, reports, certificates and all other documents or instruments necessary or proper to be executed in the course of the Board’s regular business, in accordance with Article VIII.  If Chairperson is unable to serve, the Vice-Chairperson or the remaining Board will perform the duties of the Chairperson's office.

VICE-CHAIRPERSON.
The Vice-Chairperson when so acting, shall have all the powers of and be subject to all restrictions placed upon the Chairperson. The execution of any instrument of the Board by the Vice-Chairperson shall be conclusive evidence as to third party of his/her authority to act in the stead of the Chairperson.  If the Vice-Chairperson is unable to serve, the Secretary or the remaining Board will perform the duties of the Chairperson's office. 

SECRETARY. The Secretary shall keep minutes of all meetings of the Credentialing Board; see that all notices are duly given in accordance with
the provisions of these Bylaws or as required by law; the Secretary shall be custodian of the corporate records and shall perform all duties incident to the office of the Secretary to include sending minutes for meetings to the Board no later than (2) weeks following each meeting, recording motions and policy passed by the board, updating the passed motion and board policy documents following each meeting, and such other duties as may be delegated or assigned by the Chairperson. The Secretary shall have authority to sign on behalf of the Board all contracts,  in accordance with Article VIII.

TREASURER. The Treasurer shall have charge and custody of and be responsible for oversight of all funds of the Board and will have access to all financial records.  The Treasurer shall perform all duties incident to the office of Treasurer to include enforcement and oversite of the board fiscal policy, preparation of treasurer reports for bi-monthly board
meetings, participate on budget planning/preparation meetings and have such other duties and exercise such other authority as from time to time may be delegated or assigned by the Chairperson or Board.

SALARIES. The Officers of the Board shall serve without compensation, but by resolution of the Board, a reasonable sum for expenses for attendance

at each regular or special meeting of the Board, or any other meeting necessary for conducting Board business shall be paid.


ARTICLE XII     Election of the Executive Board

The staggered election cycle will be repeated every two (2) years, after the initial organization of the Board, where members are designated for 1 or 2-year terms


ARTICLE XIII     Requirements of Candidates for the Executive Board and the Election Process

Commencing with the date of approval of these Bylaws, requirements of candidates for the Credentialing Board shall be:  


A.  No more than one member of the immediate family may be a candidate for the Board.   The immediate family is defined as mother, father, sons,         

     daughters, brothers, sisters, grandparents, aunts, uncles, and spouses.
B.  All members shall be Certified Professionals – (e.g. CADC, CS, CPI, PS, SCPS, CCJP, CPSW, CFS, CWF), which qualifies for general board

     membership.
C.  Any representative of the Board for purposes of participating in IC&RC business must hold a current IC&RC credential.
D.  The Board will attempt to have fair representation from ethnic, gender and areas of the state.
E.  An executive member shall reside in the state of New Mexico.


Article XV     Liability and Indemnity of Officers

LIABILITY OF OFFICERS. No person shall be liable to the Board for any loss or damage suffered by it on account of action taken or omitted to be taken

as an Officer of the Board, at the request of the Board in good faith, if such person exercised and used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of his/her own affairs, or if such person took or omitted to take such action in reliance upon advice of counsel for the Board or upon statements made or information furnished by Officers of the Board which he/she had reasonable grounds to believe to be true.

INDEMNITY OF OFFICERS.  Every person who is or was an Officer of the Board shall, together with his/her personal representative, 
to indemnified by the Board against all cost, damage and expenses asserted against, incurred by or imposed upon his/her in connection with or resulting from any claim, action, suite or proceeding, to which such person is made or threatened to be made a party by reason of being or having been an Officer.  This indemnity shall include reimbursement of amounts and expense incurred and paid in settling any such claim, action, suit or proceeding.  In the case of a criminal action, a conviction or judgement, whether based upon a plea of guilty or equivalent, shall not be deemed an adjudication that such Officer is guilty of fraud in the performance of any duty if such office was acting in good faith in what he/she considered to be the best interest of the Board and with no reasonable cause to believe that the action taken by him/her was illegal.


Article XVI     CONFLICT OF INTEREST, FISCAL, and BOARD POLICY

CONFLICT OF INTEREST.  Each Executive Member sitting on the NMCBBHP Executive Board must read and sign the Conflict of Interest Policy

adopted on January 5, 2018.

FISCAL POLICY.  The NMCBBHP Executive Board will operate in full accordance with the Fiscal Policy adopted on January 5, 2018.

BOARD POLICY.  The NMCBBHP Executive and General Membership Boards shall follow all adopted NMCBBHP Policy which can be updated during any Executive Board or General Board meeting where a quorum exists and a majority vote reflects approval of policy.  Board Policy shall be recorded and updated by the Executive Board Secretary or those filling in for that position in their absence.


Article XVII     Bylaws Amendment and Repeal

BYLAWS AMENDMENT AND REPEAL The Board shall have power to make, alter, amend and repeal the Bylaws of the Board by affirmative vote of
two-thirds (2/3rds) of the Executive Board, provided however that the action is proposed at a regular or special meeting of the Board, called and noticed for that purpose, and adopted at a subsequent regular meeting.


Last Revised:  July 10, 2020
Approved:  July 10, 2020