ARTICLE I – NAME
The name of the organization is the Higher Education Mental Health Alliance, hereinafter referred to as “HEMHA.”
ARTICLE II – PURPOSE
The mission of HEMHA is to provide leadership through a partnership of organizations to advance college student mental health. HEMHA affirms that the issue of college student mental health is central to student success, and therefore is the responsibility of higher education. HEMHA will provide leadership to:
- Consider college mental health issues at a strategic level
- Identify and share mental health resources
- Promote full community engagement in the mental health continuum of care
- Advocate for improvements in college student mental health
- Develop and disseminate resources and guides
- Support and disseminate evidence-based practices
Through focus on practice dissemination, the promotion of research across the mental health continuum, policy development and review, and advocacy actions – HEMHA is committed to advancing mental health throughout the realm of higher education and improving student recruitment, retention and learning outcomes.
ARTICLE III – MEMBERSHIP
Section 1 – Members
HEMHA is an alliance whose members are professional organizations with a shared interest in college student mental health. Organizations participating in the HEMHA may be called “members”, but shall have only those rights set forth in these bylaws. Such rights shall include participating in HEMHA activities, voting rights, holding office, and serving on committees.
Section 2 – Appointment of Representatives of Membership Organizations
Member organizations designate who will serve as their HEMHA representative(s) for the specified period time, for a minimum of one-year. HEMHA may establish the terms and conditions for continued membership, or removal therefrom. Member organizations may have up to two official representatives of record. No organization may have more than two individuals officially serving on HEMHA simultaneously. Member organizations may designate one alternate member, if necessary. No individual may represent more than one organization.
Section 3 – Membership Composition
The membership shall be composed of representatives from the following nine (9) professional associations:
American Academy of Child & Adolescent Psychiatry (AACAP)
American College Counseling Association (ACCA)
American College Health Association (ACHA)
ACPA-College Student Educators International (ACPA)
American Psychiatric Association (APA)
American Psychological Association (APA)
Association for University and College Counseling Directors (AUCCCD)
The Jed Foundation (JED)
NASPA – Student Affairs Administrators in Higher Education (NASPA)
Section 4 – Changes in Professional Associations Membership
Changes to the membership of the Alliance will be determined by procedures outlined in the HEMHA handbook. Inclusion or removal of an organization must be made by consensus vote of the active member organizations, in good standing.
Section 5 – Member Organization Contributions/Project Contributions
HEMHA member organizations shall establish annual fees for HEMHA projects (or equitable gifts in kind, as defined in the HEMHA handbook) by a vote of two-thirds (⅔) majority. An annual fees statement shall be sent to each member organization. Any member whose fees remain unpaid after ninety (90) days may be removed from membership after notification. Any member organization that has been removed from membership may be reinstated during the same membership year upon payment of that year’s fees.
Section 6 – Removal for Non-Engagement
By agreeing to be a member of HEMHA, member organizations are expected to appoint at least one (1) representative who contributes time, expertise, and engagement in order to accomplish the Alliance’s goals and activities. A member organization may be removed from membership upon a vote gaining two-thirds (⅔) majority, provided that all members have at least 60 days’ notice of the proposed removal, and the organization at issue has an opportunity to address the Alliance, either by phone, video, or in person, as determined by the discretion of the Alliance.
Section 7 – Conflict of Interest Policy Statement
It is outside the scope of the Higher Education Mental Health Alliance (HEMHA) to endorse or promote any for-profit organizations. Therefore, if a HEMHA organizational representative, or former organizational representative, wants to associate with a for-profit organization, they should do so in a way that does not imply HEMHA’s support of that organization, or its products or services. No voting representative from any of the HEMHA organizations should accept any gift, entertainment, service, loan, or promise of future benefits from any person or entity who might benefit or appear to benefit from such representative or member’s connection with HEMHA, unless the facts of such benefit, gift, service, or loan are disclosed in good faith and are authorized by the alliance. No organizational representative (past or present) should utilize the HEMHA name, logo, or products, for any personal gain, or to provide services to any other entity, as employee, consultant, or in any other capacity which promises compensation of any kind. Any organizational representative (past or present) that conducts business with profit or non-profit entities outside of the organization which they represent should not
utilize the HEMHA name or materials explicitly or implicitly in a way that could be interpreted as a relationship supported by HEMHA without a consensus agreement by the alliance. Any matter of question or interpretation that arises relating to this policy should be referred to the Chair for decision and/or for referral to the active alliance members for decision, where appropriate.
ARTICLE IV – MEMBER MEETINGS
Section 1 – Annual Business and Monthly Conference Call Meetings
There shall be an annual business meeting of the HEMHA members at a place and time designated by the HEMHA membership. The annual business meeting usually corresponds with one of the member organizations hosting the meeting at their annual conference/convention.
There shall be monthly alliance meetings held via conference call and/or video call during which all members can be heard. The Chair may also call special meetings as needed. Meetings may be held anywhere within the United States.
Section 2 – Notice of Meetings
The Chair shall notify members of the annual meeting and monthly conference call meetings, indicating the place and time of the meeting, and, in case of a special meeting, the purpose for which the meeting is called.
Notice of the annual business meeting shall be given not less than six (6) months before the date of the meeting. Notice of the monthly conference call meetings shall be given not less than 30 days and special meetings shall be given not less than five (5) business days before the date of the meeting.
The Chair is charged with regularly convening and engaging all representatives of HEMHA.
Meetings may be conducted in person or by telephone, video-conference, and any other form of communication in which the membership may hear and be heard.
Section 3 – Quorum and Voting
At any annual business meeting or monthly conference call, a two-thirds (⅔) majority of those member organizations present in person or by phone/video conference shall constitute a quorum for the transaction of business. Proxy may be used during in person annual meetings. Designation of proxies to be exercised at the annual meeting shall be in writing and received by the Chair no later than one month prior to the annual business meeting of HEMHA.
Regardless the number of representations, each organization shall be entitled to one vote. Decisions made on the part of the alliance require two-thirds (⅔) majority vote. Project projects are voted by majority. Publications and advocacy statements are determined based on consensus.
ARTICLE V – EXECUTIVE COMMITTEE/OFFICERS
Section 1 – Officers
The officers of HEMHA shall be a Chair, Chair-Elect, and Past Chair, who shall be elected in accordance with these Bylaws and such other subordinate officers as appointed by the Chair. The Chair-Elect shall serve as the Secretary. The Past Chair shall serve as the Treasurer. The Chair may serve as Secretary, as needed, but may not serve as Treasurer. All officers shall be elected annually by the members.
Section 2- Election of the Chair
The Chair of the HEMHA is elected for a 3-year term to serve as Chair-Elect, Chair, and Past Chair. Following a term of one (1) year as Chair-Elect, the Chair-Elect shall succeed to the office of Chair. Following a term of one (1) year as Chair, the Chair shall succeed to the office of Past Chair. The Chair, Chair-Elect, and Past Chair must be active members and/or staff of the organization which they represent. Chair-elect should be decided by majority or ⅔ vote of current members.
Section 3 – Nomination and Election of Candidates
HEMHA shall set a date for the annual election of Chair-Elect position. Elected positions will begin on January 1st. The Chair shall appoint a Nominating Committee of three individuals from member organizations, at least one of whom shall be a Past Chair position, who will serve as chair for the Nominating Committee. Nominations will be brought to the HEMHA membership by July 1.
In practice, the annual election will take place by September, either electronically or during a HEMHA meeting. The results of the election will be published immediately following its conclusion.
Section 4 – Terms of Office
Chair, Chair-Elect, and Past Chair shall serve one-year terms, or until their successors are duly elected and qualified. Officers shall serve three-year terms and may not serve for more than two consecutive three-year terms. After serving any six consecutive years in office, a member is not eligible for selection for office for a period of 18 months.
Section 5 – Vacancies
If the Chair position becomes vacant, the Chair-Elect shall succeed to the position. If that is not possible, the members of HEMHA shall promptly assemble and conduct an election to fill the position of Chair. The members may appoint an Interim Chair until such time that a vote of the eligible members can be held.
Section 6 – Committees
The Chair may establish such committees as it deems necessary or proper and may delegate to any such committee such powers as the Chair may determine.
Section 7 – Removal
The Chair, Chair-Elect, or Past Chair may be removed from office at any time, with or without cause, by a two-thirds (⅔) vote of all the other members whenever, in the members’ judgment, the best interest of the alliance would be served thereby, provided that all the alliance members have at least 30 days’ notice of the proposed removal, and the officer at issue has an opportunity to address the alliance personally, either by phone, video, or in person, as determined by the discretion of the Alliance.
Section 8 – Compensation
All Chairs shall serve without compensation.
ARTICLE VI – OFFICER DUTIES
Section 1 – Officer Duties
The general management of HEMHA shall be vested in the roles of Chair, Past Chair and Chair-Elect. The Chair will be responsible for the overall management of the Alliance. The Past Chair will serve as Treasurer and the Chair-Elect will serve as Secretary. The Secretary and Treasurer may delegate any of their duties, provided, however, that they shall retain the responsibilities of their office. The Chair may not serve as Treasurer.
Section 2 – Chair
The Chair shall be the chief executive officer of HEMHA and shall be responsible for overseeing the management of the organization. The Chair shall preside at all meetings of the alliance. The Chair, with support and guidance from the Past Chair and Chair-Elect shall actively execute HEMHA’s mission and purposes, and it shall have discretion in the disbursement of the organization’s funds, once the membership has voted on projects on which to spend funds.
The Chair may adopt such rules and policies for the conduct of its business as it deems advisable, and it may engage and appoint such agents as it deems necessary.
The Chair shall appoint all committees, and shall serve as an ex officio member of all committees with the right to vote (with the exception of the Nominating Committee). Chair-Elect and Past-Chair will work closely with the Chair responsible for overseeing the management of the organization.
Section 3 – Chair-Elect/Secretary
The Secretary, a position held by the Chair Elect, shall keep the minutes of all meetings of the Board, including all votes and resolutions adopted, and to record all such documents and actions in a book or electronic repository kept for that purpose. The Secretary shall also oversee a process and person to issue notices of all meetings and to see to the filing of all reports required. The Secretary shall also perform such other functions and duties as the alliance may prescribe from time to time.
Section 4 – Past Chair/Treasurer
The Treasurer, a position held by the Past Chair, shall oversee a process for the custody of all funds, securities, and assets of the alliance. The Treasurer shall oversee a process to secure the keeping of full and accurate account of the alliance’s receipts and disbursements and to ensure that all monies and other assets are deposited in the name of the HEMHA in such depositories or through such fiscal agents as HEMHA prescribes. The Treasurer shall oversee a process for the disbursement of the funds and assets of the alliance as ordered by the Chair and shall provide an accounting of all transactions at least quarterly and at the annual meeting of the members.
ARTICLE VII- FINANCES
Section 1 – Fiscal Year
HEMHA fiscal year shall begin January 1st. The Treasurer shall provide a Quarterly statement of the HEMHA account to the members during regular meetings.
Section 2 – Property and Assets
All property and assets of HEMHA, real and otherwise, including the right to receive any monies which may be payable to the HEMHA, and monies deposited with banks and other organizations, shall be held in HEMHA’s organization name, or in trust for HEMHA or a particular purpose of HEMHA.
Section 3 – Financial Obligations
Members of the Executive Committee may make financial decisions up to $100 that benefits HEMHA. No person, committee, or other entity may commit HEMHA to any financial obligation without a two-thirds (⅔) majority vote of the members.
ARTICLE VIII – AMENDMENTS
These bylaws may be amended by a two-thirds (⅔) vote of the membership at any annual meeting at which a quorum is present, or by a two-thirds vote of a meeting of the members at which a quorum is present, provided that written notice of the proposed amendment(s) is presented with the notice of meeting.
ARTICLE IX – WAIVER OF NOTICE
Any notice of a meeting required by law or these bylaws may be waived in writing by the person entitled to such notice, either prior to or following the meeting.
ARTICLE X – DISSOLUTION
Section 1 – Voting to Dissolve
A vote to dissolve HEMHA shall require a two-thirds (⅔) vote of the membership.
Section 2 – Distribution
Upon dissolution of the organization, the membership shall, after paying or making provisions for the payment of all of the debts and liabilities of the organization, dispose of all the assets of the organization to such home organizations that comprise HEMHA. In no way shall any such disposition inure to the financial benefit of any member, officer, employee or contributor.
Approved May 19, 2019