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MID-OHIO VALLEY BOARD OF HEALTH

BYLAWSApproved by Board of Health

November 19, 2015

ARTICLE I NAME and OFFICE

Section 1 Name: The name of the organization shall be the “Mid-Ohio Valley Health Department”, which is a legally constituted governmental agency created and established under of the West Virginia Code, Chapter 16, Article 2, Sections 5 and 8. The “Mid-Ohio Valley Health Department” shall hereinafter be referred to in these bylaws as the “Agency”.

Section 2 Principal Offices: The principal offices shall be at 211 Sixth Street, Parkersburg, West Virginia, 26101. The Agency may also have offices in such other places within the State as the Board of Health may, from time to time, appoint, or the business of the Agency require.

ARTICLE II AUTHORITY

Section 1 Board of Health: The “Mid-Ohio Valley Board of Health” has been created, established and is operated pursuant to the provisions of Sections §16-2-5 and §16-2-8, of the West Virginia Code and is responsible for directing, supervising and carrying out matters relating to the public health of the citizens in the agency’s service area. The “Mid-Ohio Valley Board of Health” shall hereinafter be referred to as the “Board”.

Section 2 Participating Entities: The Agency has been created, established, and empowered by authority vested by the County Commissions of Calhoun, Pleasants, Ritchie, Roane, Wirt, and Wood Counties and the City Council of the City of Parkersburg, hereinafter be referred to as “Participating Entities”.

ARTICLE III PURPOSE

Section 1 Agency Mission: The Board has created, established, and empowered the Agency to carry out the following purposes:

A. To assess on a continuing basis the status of the health of the population within the jurisdiction of the Participating Entities;

B. To plan, develop and administer services designed to maintain a healthy environment within the Participating Entities’ jurisdiction and to prevent, diagnose, and treat illnesses and injuries with which the population is afflicted, particularly when such prevention, diagnosis

MOVHD BylawsAPPROVED

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and treatment cannot or will not be provided by the private sector, or when an unmet need exists;

C. To encourage the maintenance of good health through the provision of information, education, the promotion of policy change and other means available;

D. To investigate outbreaks of disease and take measures to prevent further spread;

E. To work with the State and others to continually evaluate the effectiveness of the services the Agency provides;

F. To be fully accountable to the Board, other sources of funding, and the public in general for the quality, accessibility, effectiveness and efficiency of services provided within the jurisdiction of the Participating Entities;

G. To work to improve the quality, efficiency, effectiveness and accessibility of health care through applied research and demonstration; and

H. To fully comply with State Code and rules related to local health departments.

ARTICLE IV BOARD OF HEALTH

Section 1 Responsibilities of the Board Members: The affairs of the Agency shall be the responsibility of the Board, which shall have the power and authority to act on behalf of the Agency. The Board shall exercise its powers through the Agency, including the control of assigned property and the general conduct of its affairs. Within the constraints of the laws of West Virginia, the Board shall be the principal policy making authority of the Agency. It shall be the responsibility of the members of the Board to:

A. Perform any and all duties imposed on them collectively or individually by law, rules and these bylaws;

B. Employ a Chief Administrative Officer, also referred to throughout these bylaws as the Local Health Administrator;

C. Through their collective policies, to review the performance of the Chief Administrative Officer (Local Health Administrator) to assure all duties are performed;



D. Employ a Medical Director, also known as the Local Health Officer, to undertake those responsibilities of health officer as outlined by the West Virginia Code, §16-2-12, so far as they are applicable and not in conflict with the provisions and policies set by the Board;

E. Approve the annual work program and annual budget of the Agency;

F. Meet such times as required by these bylaws;

G. Register their addresses with the principal offices of the Agency and understand that notices of meetings mailed to them at such addresses, or electronically transmitted as provided for in these bylaws, shall be valid notices thereof; and

H. Consider and approve contracts, working agreements, or other arrangements with such organizations, individuals and agencies as deemed necessary or useful to carry out the functions, plans, and purposes of the Agency.

Section 3 Number, Qualifications and Term:A. The number of members shall be fourteen (14);

B. Each of the seven (7) Participating Entities shall appoint two (2) members to serve on the Board by action of the County Commission or City Council.

C. Qualifications;

1. Each member appointed shall be a resident of the appointing Participating Entities’ geographical jurisdiction.

2. No individual may represent more than one (1) Participating Entity.

3. A member shall be a minimum of eighteen (18) years of age.4. A member shall have knowledge of and interest in public health.5. A member shall be willing to represent the needs of the

appointing Participating Entity and its citizenry.6. A member shall be able to attend Board and Committee

meetings as necessary to fulfill the obligations of membership.7. A member shall maintain communications with the appointing

Participating Entity.8. A member shall be of sound mind and a person of high integrity.

D. Term:1. The term of a member of the Board shall be five (5) years.



a) Members may serve until their duly qualified successors are selected and appointed by vote of the original appointing Participating Entity;

b) Members may be reappointed for two (2) additional five (5) year terms;

c) All terms, will begin on the first day of the Agency’s fiscal year;

d) If a member is appointed during the Fiscal Year and serves more than six (6) months, the member will be deemed to having served a full year; and

e) Board members’ oaths of office shall be duly recorded before entering into or discharging any duties of the office.

Section 4 Political Affiliation: The number of members of a combined local board of health belonging to the same political party may not exceed by more than one (1) the number of members belonging to another political party. Political affiliation shall be at the discretion of the appointing Participating Entities’ jurisdiction as long as said appointment does not alter the political balance as provided in Chapter 16, Article 2, Section 8, of the West Virginia Code.

Section 5 Compensation: Members of the Board shall serve without compensation except for the reimbursement for reasonable expenses incurred in the authorized performance of duties. Board members may be reimbursed up to $50.00 per meeting to pay for a driver in addition to mileage reimbursement, when the Board member has a medical reason that prevents him/her from driving or that makes it unsafe for him/her to drive at night. Mileage will be reimbursed according to IRS approved business mileage rate

Section 6 Vacancies:A) A vacancy occurs when:

1) A term expires;2) A member resigns;3) A member dies; or4) A member is removed with or without cause.

B) Any vacancy on the Board shall be filled by appointment of the original appointing Participating Entity. The appointment shall be for the unexpired term.

Section 7 Indemnification: The Agency shall indemnify any Board member and/or officer against expenses actually and necessarily incurred in connection with the defense of any action, suit, or proceeding in which the person is made a party by reason of being or having been a Board member or officer, except in relation to matters as to which he or she shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not



be exclusive of any other rights to which such Board member, or officer, may be entitled under any law, agreement, Board action, or otherwise.

Section 8 Removal from Board:

A. A member of the Board shall be removed for official misconduct, incompetence, neglect of duty, gross immorality or revocation of any State professional license or certification;

B. The Board or any of the members may be removed by the State Health Officer for failure or refusal to comply with duties as set forth by the statute or rule in accordance with West Virginia Code §16-2-9;

C. A member of the Board shall be removed for absence from two (2) consecutive scheduled meetings of the Board and/or from three (3) scheduled meetings of the Board within a single year;

D. A member of the Board shall be removed for termination of residence in the appointing Participating Entities’ jurisdiction;

E. A member of the Board shall be removed for changing political party affiliation when such a change will alter the political balance as provided in Chapter 16, Article 2, Section 8 of the West Virginia Code.

F. Removal of a member must be approved by a majority vote of the Board.

G. All cases involving a challenge to membership of a Board member shall be referred to the Participating Entity that appointed such member which shall consider such matter at its regularly scheduled meeting. The Participating Entity shall be notified at least ten (10) days in advance of the meeting where action on the member will take place by the Board. Reasons for consideration of such action shall accompany the notice.

Article V OFFICERS

Section 1 Number: The officers of the Board shall consist of a chairperson, a vice-chairperson, and a treasurer.

Section 2 Election and Term: Only members of the Board shall be eligible to hold office. Officers shall be elected annually by the Board membership. Each officer may serve no more than two (2) consecutive one-year terms in each office. Each officer shall hold that office until that officer resigns, dies, is removed, reaches term limits or is



otherwise disqualified to serve, or until his/her successor shall be elected and formally installed.

Section 3 Chairperson:A. Shall preside over all meetings of the Board;

B. Shall perform all duties incident to the office and other duties required by law or these bylaws or assigned from time to time by the Board;

C. Shall serve as an ex officio member of all committees of the Board;

Section 4 Vice-Chairperson:A. In the absence of the chairperson, or in the event of the chairperson’s

inability or refusal to act, or if the office is vacant, the vice-chairperson shall perform the duties of the chairperson, and when so acting, shall have all the powers and be subject to all the restrictions of the chairperson; and

B. The vice-chairperson shall perform other duties prescribed by law or these bylaws or as assigned from time to time by the Board.

Section 5 Treasurer:A. The treasurer shall keep, or shall cause to be kept, the financial books

and records of the Agency. The treasurer shall cause a true statement of its assets and liabilities to be filed in the principal offices at the close of each fiscal year;

B. Exhibit at all reasonable times to any Board member, government official, or member of the general public, on request, the Book of Accounts and financial records which the requester has right, by law, to access;

C. Render to any Board member, whenever requested, an account of any or all transactions of the Board and the financial condition of the Agency;

D. Serve as chairperson of the finance committee;

E. Perform all duties incident to the office of treasurer and such other duties as may be required by law or these bylaws or which may be assigned from time to time by the Board.

ARTICLE VI Health Officer/Board Secretary and Board Liaison

Section 1. Secretary:A. In compliance with West Virginia Code §16-2-13(b) (1) the Local Health

Officer shall serve as secretary of the Board;



B. The Health Officer shall serve as an ex-officio member of the Board without right to vote;

C. The Health Officer shall keep or cause to be kept a book of minutes of all meetings of the members, recording the time and place of the meeting, whether the meeting was a regular or special meeting; and if special, how authorized; names of those present at the meeting, and a record of actions taken;

D. Serve or cause to be served, all notices required by law, regulations or these bylaws; and

E. Perform, or cause to be performed, all duties incident to the office of secretary and such other duties as may be required by law or these bylaws or which may be assigned from time to time by the Board.

Section 2. Board Liaison

A. The Local Health Administrator’s Secretary shall serve as the Board Liaison. In this capacity he/she shall perform the following functions:

1. Provide confidential administrative support to the Local Health Administrator and Board of Health;

2. When necessary, serve as liaison between local health administrator, board of health and department directors. This may include delegation of duties under the Local Health Administrator’s direction to complete projects or collect information.

3. Ensures that board of health and board committee meetings are well managed, including working with the board chair and Local Health Administrator to set agendas, ensuring proper notice of meeting is given and coordinating and distributing meeting materials in sufficient time for members to prepare for meetings.

4. Maintain a calendar of meeting schedules to facilitate the board’s conduct of business.

5. Attend board/committee meetings, take minutes and keep an accurate record of business conducted.

6. Ensure management and safe storage of important Board of Health records and a manual of all board-formulated policies.

7. Other duties as assigned by Local Health Administrator.



ARTICLE VII MEETINGS

Section 1 Regular meetings: Regular meetings of the Board shall be held a minimum of six (6) times per year and may be rotated within the jurisdictions of the Participating Entities. Regular meetings shall be scheduled in advance for the next fiscal year at the last meeting of the current fiscal year.

Section 2 Special meetings: Special meetings of the Board shall be held whenever called by four (4) or more Board members or by the chairperson. Only business stated in the call of a special meeting shall be transacted at such a meeting.

Section 3 Notice of meetings: Except as expressly and specifically otherwise provided by law, whether heretofore or hereinafter enacted, and except as provided in Chapter 6 of the West Virginia Code, all meetings of the Board shall be open to the public. The date, time, place and agenda of all regularly scheduled and special meetings, shall be made available in advance to the public and the news media, except in the event of an emergency requiring immediate official action. Publishing in a newspaper of general circulation with the Participating Entities’ jurisdiction is deemed acceptable.

Section 4 Telephone/Electronic participation: From time to time, one or more Board members may participate in a meeting of the Board or committee thereof by means of conference telephone or similar electronic communications equipment; when, for reasons beyond the control of the individual Board member, other events prohibit his or her personal attendance. All voting Board members participating in the meeting must be able to hear one another. In such event, participation by the Board member shall constitute presence at the meeting. A vote on any matter under discussion may be taken during a meeting in which one or more board members are participating by electronic means. The agreement thus reached shall have like effect and validity as if the action duly taken by the Board at a meeting at which each participating board member is physically present.

Section 5 Quorum: A quorum for the transaction of business at a regular or special meeting of the Board, excluding approval of the annual budget, shall be a simple majority of the members of the Board and representation from a minimum of four (4) of the seven (7) Participating Entities. A quorum for the approval of the annual budget shall be a simple majority of the members of the Board and representation from a minimum of five (5) of the seven (7) Participating Entities.

Section 6 Voting: Except as otherwise provided in these bylaws, the act of the majority of the Board present at a meeting at which a quorum is present shall be the act of the Board.

Section 7. Proxy Votes. Neither proxy nor alternate voting shall be permitted.



Section 8 Minutes: A record of the proceedings of all Board meetings shall be kept on actions taken at the meeting. At a minimum the minutes shall contain the kind of meeting held; the date, time and purpose of the meeting, the name of the presiding officer, whether the minutes of the previous meetings were read and approved as read, or as corrected and the names of those Board members in attendance or absent. A copy of the minutes shall be distributed to the Board members, the Bureau for Public Health and others as directed within fifteen (15) days following approval of the minutes by the Board at the subsequent meeting.

ARTICLE VIII COMMITTEESSection 1: General Committee Provisions. All Standing and Other Committees shall be subject to the control and general supervision of the Board. Unless otherwise specifically permitted by the Board, the rules promulgated by these Bylaws with respect to meetings of members, notice, quorums, voting, and other procedures at such meeting shall be applicable to meetings of the Governance Committee, Performance Improvement, Finance and any other committee established by the Board. There shall be a minimum of three (3) members on any standing or other committee. Committees may include non-board members as advisory members, without right to vote, as approved by the Board. All standing committees shall be appointed at the beginning of each fiscal year of the Agency. Ad-hoc committees or task forces may be appointed at any time during the fiscal year. Ad-hoc committees or task forces shall limit activities to the task or tasks for which the committee is organized and will have only such responsibility as specifically conferred in writing upon it by the Board. The Board chair shall appoint the chair and committee members of all Standing and other committees with ratification of the Board.

Section 2 Term: A member of a committee of the Board shall serve until the end of the fiscal year of the year appointed. There is no restriction on the number of terms a member may serve on a committee.

Section 3 Quorum: A quorum for a committee shall be the members present

Section 4 Finance/Audit Committee. The Board shall appoint a Finance Committee at the beginning of each fiscal year of which at least one member has financial experience. The Finance/Audit Committee shall be responsible for the following duties:

A. To provide general financial oversight, review, and evaluation of the Agency;

B. To cause an examination to be made annually of the books and accounts of the Agency by an independent auditor which this committee selects and whose fee it approves;

C. To develop an annual budget and submit the budget proposal to the Board for approval after reviewing projected operational funding requirements;



D. To review all business transactions outside the ordinary course of business and to make recommendations concerning the approval or confirmation of same to the Board;

E. To provide oversight of the investment performance for all Agency investments. Investment policy should be consistent with the financial needs of the Agency and should address both short-term and long-term investment needs;

F. To recommend to the Board annual financial performance benchmarks and report to the Board, no less than quarterly, a summary of progress towards achieving financial benchmarks; and

G. Perform other duties as assigned by the Board.

Section 5: Performance Improvement Committee. The Board shall appoint a Performance Improvement Committee (PIC) at the beginning of each fiscal year which shall assist the Board in overseeing and ensuring the quality of clinical care and other services; program performance; patient/customer safety; and customer service provided throughout the Agency. The PIC will also review employee and patient/customer satisfaction survey results and make recommendations for improvement. At least one member of the PIC shall have experience in quality improvement strategies. Other responsibilities of the PIC shall include, but not be limited to, the following:

A. Reviewing and recommending a multi-year performance improvement plan with long-term and annual improvement targets (i.e. benchmarks) for the Agency;

B. Reviewing and recommending quality/safety-related policies and standards;

C. Approving and monitoring key performance indicators compared to Agency goals and industry benchmarks that are reported in summary fashion to the full Board no less than quarterly;

D. Reviewing sentinel events; and recommending corrective action, if appropriate;

E. Monitoring performance reports and quality activities;

F. Making recommendations to the Board on all matters related to the quality of care, customer service, and Agency culture;

G. Reviewing and approving medical/clinical staff appointments, reappointments, and clinical privileges.

H. Reviewing and making recommendations to the Board for approval of clinically-related policies; and

I. Perform other duties as assigned by the Board.



Section 6 Governance Committee. The Board shall appoint a Governance Committee at the beginning of each fiscal year The Governance Committee shall be responsible for the following duties:

A. Membership Recommendations. The Governance Committee shall be responsible for preparing a list of skills, experiences and other attributes needed on the Board to conduct its fiduciary and other governance roles. This list of skills, experiences and other attributes, upon approval by the Board, shall be presented to the Participating Entities for its consideration in appointing Board members from its jurisdiction.

B. Training. The Governance Committee shall be responsible for ongoing development of Board members. In addition, newly appointed Members will receive Orientation Training to enable each member to be a fully functioning board member early in his/her term.

C. Self-Assessment. Annually the Board shall perform an organized quantitative and qualitative evaluation of the Board Members’ satisfaction with all aspects of its performance in fulfilling its governance responsibilities, including, but not limited to, its oversight on quality and safety. The results of the self-assessment will be compiled, analyzed and used to facilitate the development of a Board-approved action plan.

ARTICLE IX CONFLICTS OF INTEREST

Section 1 Existence of a conflict of interest: A conflict of interest exists with respect to a given matter if a member of the Board or a member of that person’s immediate family (parent, spouse, child, or sibling) has a fiduciary interest in any matter pending before the Board or its committees. Representing a constituency, either geographical or otherwise, does not in itself constitute a conflict of interest.

Section 2 Handling Conflicts of Interest:

A. A member of the Board of Health shall not be eligible to vote on any action with respect to which the member has a conflict of interest and shall excuse him/herself from the meeting room during the vote on the matter in which they are deemed to have a conflict of interest.

B. Conflicts of interest may be determined in any of the following ways:

1. A member may declare a conflict of interest for him/herself;



2. A member may declare a conflict of interest for another member. Where the conflict is contested its existence will be determined by a majority vote of the Board;

3. A member of the public, either in writing or orally, may declare that a Board or committee member has a conflict of interest. When the conflict is contested its existence will be determined by a majority vote of the Board.

Section 3 Right to Participate in Discussions: Members having conflicts of interest, while not permitted a vote, have full privileges to enter into discussion and otherwise debate the pros and cons of issues for which they have a conflict of interest.

ARTICLE X LOCAL HEALTH ADMINISTRATOR

Section 1. Authority: The Board shall employ a competent Local Health Administrator who shall be its direct representative in the management of the Agency. The Local Health Administrator shall be given the necessary authority and responsibility to operate the Agency in all of its activities and departments, subject to the policies, as may be adopted by the Board. The Local Health Administrator shall act as a duly authorized representative of the Agency in all matters which the Board has not formally delegated to another person or persons. The authorities and duties of the Local Health Administrator shall include but not be limited to:

A. Carrying out all policies established by the Board and enforcing all rules and regulations necessary and desirable for the proper conduct of the Agency;

B. Perfecting and submitting to the Board for approval, as needed a plan of organization of the personnel and others concerned with the operation of the Agency;

C. Selecting, employing, controlling, and discharging all employees according to Board approved policies;

D. Ensuring that all physical properties of the Agency are kept in a good state of repair and operating condition;

E. Making and executing all contracts pertaining to the ordinary affairs and operations of Agency, except as to the execution of those contracts specifically reserved to the Board;

F. Serve as the official spokesperson for the Agency.

G. Supervising all business affairs;

H. Participating and providing staff support to all meetings of the Board or its committees; and

I. Performing any other duty that may be necessary in the best interest the Agency or that the Board shall require.



Section 2. Performance Review. The Board shall annually evaluate the performance of the Local Health Administrator. If the Local Health Administrator is a covered employee under Division of Personnel, the evaluation process will be done following the guidelines set by the Division of Personnel. If the Local Health Administrator serves at the “Will and Pleasure” of the Board of Health, and is not a covered employee under the West Virginia Division of Personnel, the evaluation will be conducted once each year on or about the beginning of the fiscal year, and more often as determined by the Board. This evaluation will be based on performance indicators agreed to by the Board and Local Health Administrator at the beginning of the fiscal year; input from collaborating agencies, and other applicable sources as relates to the fulfillment of the mission of the Agency

Section 3. Compensation. The compensation of the Local Health Administrator shall be fixed by the Board. A comparative analysis of similar organizations shall be conducted prior to setting compensation of the Local Health Administrator.

ARTICLE XI CONTRACTS, LOANS AND DEPOSITS

Section 1 Contracts: The Board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument on behalf of the Agency, and such authority may be general or confined to specific instances.

Section 2 Loans: No loans payable shall be contracted on behalf of the Agency and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. The exception to this would be leased equipment or items provided for within the annual budget approved by the Board.

Section 3 Checks and drafts: All checks, drafts, or other orders for the payment of money issued in the name of the Agency shall be signed by such officers or officers or agent or agents of the Agency and in such manner as shall be determined by resolution of the Board.

Section 4 Deposits: All funds of the Agency not otherwise employed shall be deposited to the credit of the Agency in such depositories as the Board shall direct.

ARTICLE XII AMENDMENT TO BYLAWSExcept as otherwise provided herein, these bylaws may be amended by the affirmative vote of two-thirds majority of the Board and representation from a minimum of five (5) of the seven (7) Participating Entities at any regular or special meeting of the Board.



ARTICLE XIII PARLIAMENTARY AUTHORITY

Section 1 The parliamentary authority shall be Robert’s Rules of Order) for all matters not covered in these bylaws.

Section 1 The Statutory Authority shall be the West Virginia Code and Legislative Rules for all matters not covered in these bylaws. Specific reference is made to the following:

A. Chapter 16, Article 2, of the West Virginia Code – State Public Health System;

B. Legislative Rules; 64CSR30, 64CSR67 and 64CSR73 – containing guidance for Local Boards of Health; and

C. Chapter 6 of the West Virginia Code – Open Government Proceedings.

ARTICLE XIV MISCELLANEOUS

Section 1. Fiscal year: Unless otherwise ordered by the Board, the fiscal year of the Agency shall be from July 1 through June 30

Section 2. Other Board Policies. The Board may approve other board policies that serve to supplement or clarify provisions included in these Bylaws or guide Board practices.

Revised and adopted by the Mid-Ohio Valley Board of Health, Parkersburg, West Virginia, on November 19, 2015.

_____________________________________________ November 15, 2015Blair Couch, Chair

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