The Corporation is incorporated under the laws of the State of Tennessee as the Samaritan Counseling Center of the Mid-South, Inc. a not for profit organization. The Corporation, which now operates in multiple locations, does business as the the Samaritan Counseling Centers of the Mid-South (herinafter also called the Samaritan Counceling Center, the Corporation, the Center, or the Centers) with the primicpal office in the Cith of Memphis, County of Shelby and other offices at such other places as the Board of Directors my from time to time specify or as the business of the Corporation may specify.
Purpose and Services
- Purpose. The purpose of the Samaritan Counseling Centers is to extend the ministry of the congregation in its care for persons and families experiencing crisis, change and growth in their lives. The ministry integrates the resources of theology and the behavioral sciences and seeks to serve all persons without regard to their financial abilities in their search for wholeness.
- Program of Services. The Centers will offer outpatient counseling to individuals, families and groups; enrichment and wellness educational programs; and consultation and training with clergy and other care givers. These services will be provided through a team strategy that utilized the special professional capabilities of counselors, practitioners and clergy whose religious faith, knowledge and skills, and experience will be directed toward assisting persons with mental health and stress related problems.
- Service Area. The Centers will provide services to persons in the Mid-South area, defined to include generally West Tennessee, North Mississippi, East Arkansas, Southeast Missouri and West Kentucky. The primary service area is the geographic region within a distance of approximately 100 miles from Memphis, Tennessee.
Board of Directors
- Election of Directors. The Board of Directors of the Centers will be elected at the annual meeting or at a regular meeting near that date by a majority of the present Board of Directors. Directors may be re-elected, subject to the provisions of these bylaws.
- Vacancies. Any Director elected to fill a vacancy, as set forth in Article IV, will serve in full capacity for the un-expired term of his/her predicessor and will until his/her successor is elected.
- Number. The number of the Board of Directors will be fixed from time to time by a majority of the Board of Directors, but will never be less than seven (7) nor more than twenty-one (21). The Directors will at all times include members who represent the religious, medical, legal, mental health, and business sectors of the community; representatives will be sought from potential market groups and groups providing facilities for the Centers’ programs. The Executive Director of the Samaritan Counseling Centers will serves as an ex officio, non-voting member of the Board.
- Duties. The Board of Directors will transact all business of the Corporation. It will determine the policies pertaining to services, personnel, fiscal and any other matters affecting the operation of the Centers. It will employ the Executive Director of the Centers and, in general, will be responsible for the guidance of the mission of the corporation.
- Meetings. There will be an annual meeting of the Board of Directors at a time and place to be set by the Executive Committee. In addition, the Board will meet at least once each calendar quarter at such time and place agreed upon by the Board.
- Notice of Directors’ Meetings. The annual and all regular Board meetings may be held with seven(7) days notice. Special meegings may be held upon notice sent by any usual means of communication not less than three (3) days before the meeting.
- Term. Each Director will be elected to office for a three (3) year term. The terms of office will be such that approximately one-third (1/3) of the Directors will complete their terms each year. At the annual meeting, the present Board will nominate and elect Directors to succeed outgoing Directors. The Directors elected at the annual meeting or at a meeting near that date will take office at the beginning of the calendar year.
- Quorum and Vote. The presence of a majority of the Directors will constitute a quorum for the transaction of business. The vote of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board unless the vote of a greater number is required by the Charter, the Bylaws, or the laws of Tennessee.
Officers of the Board
- Officers. Officers of the Board will be the President, Vice President or Vice Presidents (if there be more than one), Secretary, Treasurer, and such other officers as the Board of Directors will from time to time deem necessary. These officers will be elected by and from the Board at its annual meeting or at a meeting near that time. They will serve a term of one year or until their respective successors will qualify. Officers may be elected to serve additionl terms to the same office. In the event an office becomes vacant during the year, such vacancy will be filled by an election of the Board, the officer so elected continuing in office until the next election.
- Duties. All offiers will have such authority to perform such duties in the management of the Samaritan Counseling Centers as are normally incident to their offices and as the Board of Directors may from time to time provide.
Article V : COMMITTEES
- Executive Committee . The President, Vice President(s), Secretary, Treasurer, the chair of the Strategic Planning Committee and immediate past President (if she/he remains a Director) will constitute the Executive Committee of the Board. The Executive Director of the Samaritan Counseling Centers will serve as an ex officio, non-voting member of the Executive committee. The Board of Directors may delegate, including the right to exercise all the authority of the Board of Directors in the management of the affairs and property of the Samaritan Counseling Centers.
- Nominating Committee. (Proposed to merged into the Executive Committee)
- Finance Committee. The President of the Board will elect at least two (2) Directors to serve on the Finance Committee. The Treasurer will serve as the ex officio Chairperson of the committee. The duties of the committee will be to assist the Treasurer in developing a budget for the corporation and to deal with any other financial matters delegated to it by the Board.
- Personnel Committee. (Proposed to be renamed Resource Development Committee) The President of the Board will appoint a Personnel Committee. The committee will be responsible for making recommendations to the Board on personnel policies and proceedures, position descriptions, and employment of staff.
- Strategic Planninc Committee. The President of the Board will appoint at least three (3) Directors to constitute the Strategic Planning Committee. The responsibility of the Committee will be to develop recommendations for achieving the purpose of the Centers through its governance structure, policies and procedures, staffing arrangements, resource utilization, delivery of services and relations with external entities. The plans developed by teh Committee will be subject to adoption or modified by action of the Board to effect implementation.
- Proposed New Committee: Social Media Committee . The President of the Board will appoint at least one Director to constitute the Social Media Committee. This committee is responsible for managing all public relations and media including but not limited to print, radio, social media outlets and the internet.
Article VI: RESIGNATIONS, REMOVALS AND VACANCIES
- Resignations. Any officer or Director my resign at any time by giving written notice to the President of the Board or the Secretary. Any such resignation will take effect at the time specified therein, or , if not time is specified, then upon its acceptance by the Board of Directors.
- Removal of Officers. Any officer or agent may be removed by the Board whenever in its judgement the best interest of the Samaritan Couseling Centers will be served thereby. Such removal may be accomplished in any manner or upan any terms or conditions chosen by the Board.
- Removal of Directors. Any or all of the Directors may be femoved wither with or without cause by a majority vote of the Board at a duly constituted Board meeting.
- Absences. Any Director who misses three (3) consecutive meetings of the Board shall be considered inactive and may be removed from the Board by a majority vote of the Directors at a duly constituted Board meeting.
- Vacancies. Newly created Directorships resulting from an increase in the number of Directors and vacancies occurring in any office or Directorship for any reason, including removal of an officer or Director, may be filled by the vote of a majority of the Directors then in office.
Article VII: FISCAL MANAGEMENT
In accordance with policies established by the Board and with the assistance of the Finance Committee, the Treasurer will direct the preparation of an annual budget for the operation of the Samaritan Counseling Center for presentation to the Board of Directors at it annual meeting or at a meeting near that time. The annual budget will be reviewed by the Board of Directors and approved or approved with amendment by the Board. The fiscal year for the annual budget of the Centers will be the calendar year from January 1 through December 31.
Article VIII : ACTION BY CONSENT
Whenever the Directors are required or permitted to take action by vote, such action may be taken without a meeting or written consent, setting forth actions so taken signed by all the persons or entities entitled to vote thereon.
Article IX: INDEMNIFICATION
The Samaritan Counseling Center of the Mid-South, Inc., will indemnify any and all persons who may serve or who have served at any time as Directors, or who at the request of the Board of Directors of the Samaritan Counseling Center of the Mid South, Inc., may serve or at any time have served as agent for the Samaritan Couseling Center of the Mid South, Inc. and their respective heirs, adminstrators, successors, and assigns, against any and all expenses, including amounts paid in settlements (befor or after suit is commenced), actually and necessarily incured by such persons in connection with the defense or settlement of any claim, action, suit or proceeding in which they, or any of them, are made parties, or a party or may be asserted against them or any of them, by reason of being or having been Directors or agents of Samaritan Counseling Center of the Mid-south, Inc.
Article X: AMENDMENT OF BYLAWS
Thes Bylaws may be amended, added to, or repealed by a vote of a two-thirds (2/3) majority of the Board of Directors present at a duly constituted meeting. Proposed changes to the Bylaws must be submitted to the Board with a regular notice of the meeing.