Evergreen Behavioral Health Association (“EBHA”) is a 501(c) (6) mutual benefit, not-for-profit corporation, established under the laws of the State of Oregon by independent behavioral health professionals located in Linn, Benton and Lincoln Counties, to provide an organization and management structure for its member professionals (“members”) in order to support the efforts of those members to provide quality and cost-efficient behavioral health services. Each member of EBHA shall work cooperatively to coordinate the delivery of behavioral health services and to create and maintain EBHA’s objectives of high-quality behavioral health services at lower costs without compromising patient care.

As part of its operations, EBHA may work to attract and administer a variety of behavioral health service contracts with private and public payor programs.

Membership in EBHA is restricted to individual participating behavioral health professionals. Members do not own capital stock, and therefore, do not have an investment interest in the corporation. Participating professional agreements have no value as an investment, will not increase in value and cannot be transferred or sold because membership is non-transferable. When feasible and desirable, EBHA will seek behavioral health service contracts which will allow all members to participate therein and provide behavioral health services. Membership in EBHA is nonexclusive. Members are free to participate in other alternative health care delivery systems whether or not EBHA is a party thereto.

1.1 Business office. The principal office of the corporation shall be located at any place within the state of Oregon as designated in the corporation’s most current annual report filed with the Oregon Secretary of State. The corporation may have such other offices, either within or without the State of Oregon, as the board of directors may designate or as the business of the corporation may require from time to time. The corporation shall maintain at its principal office a copy of certain records, as specified in ORS 65.771. The address of the principal office may be changed from time to time. The initial principal office of EBHA in the State of Oregon is located at 975 NW Spruce Ave, Suite 102, Corvallis OR 97330.

1.2 Registered office. The registered office of the corporation, required by ORS 65.111, shall be located within Oregon and may be, but need not be, identical with the principal office. The address of the registered office may be changed from time to time. The initial registered office shall be that address so designated in the corporation’s original articles of incorporation.

2.1 General. Membership in EBHA shall be by approval of the board of directors only. Prospective member professionals must submit a completed membership application and meet the criteria set forth in Section 3.9 of these Bylaws.

2.2 Application requirements and procedures. Application requirements and procedures for prospective members shall first be approved by the corporation’s board of directors. The criteria and procedure used to review applicants shall be set forth in the rules and regulations.

2.3 Approval of applicant. If an applicant meets the criteria for membership, then the board of directors shall vote to determine whether the applicant will be offered membership in the organization. An applicant will be offered membership if he or she receives affirmative votes from an absolute majority of the then current board of directors.

2.4 Affiliated members. If an application is submitted by an individual who is a shareholder, partner, employee, etc. of a practice consisting of other shareholder/partner/employee professionals, qualified professionals within such practice (including professionals then existing and any shareholder, partner, employee professionals which become affiliated thereafter) may be required to apply for membership in EBHA. If one or more qualified professionals within the practice are denied membership, or membership is later terminated, remaining professionals within the practice may have their applications denied or membership terminated; provided that, such remaining professionals may petition the board of directors in writing to remain members of EBHA. The board of directors may waive this provision upon satisfactory proof that any professional whose application was denied or membership was terminated will be prohibited from providing behavioral health services to patients through EBHA. If a qualified professional becomes shareholder/partner/employee of a practice in which others are current members of EBHA, that new individual may be required to apply for membership in EBHA, and EBHA shall give priority review of his/her application.

3.1 Annual and regular meetings. The member professionals of the corporation shall hold an annual membership meeting on or about the first week in May at a place and time designated by the board of directors for the purpose of the transaction of such business as may come before the meeting. The business of the annual meeting shall include, but not be limited to the following: (1) a report of the year’s activities; (2) a financial report; and (3) a proposed budget for the next year. In addition to the annual meeting, the members may hold regular meetings throughout the year at a time and place to be announced by the board of directors.

3.2 Special meetings. Unless otherwise proscribed by statute, special meetings of the members may be called for any purpose or purposes, by the president, the vice president or by a majority of the board of directors, and shall be called by the president at the request of not less than one-tenth (1/10th) or ten members, whichever is greater, of all the members of EBHA entitled to vote at the meeting.

3.3 Place of meeting. The board of directors shall determine the place of meeting for all annual and special meetings of the members.

3.4 Notice of meeting. Unless the Bylaws require otherwise, the corporation shall give fair and reasonable notice of any meeting of the members set forth under this article. Notice is fair and reasonable if: (1) the corporation notifies its members of the place, date, and time of the meeting no fewer than seven days, or if notice is mailed by other than first class or registered mail or electronic mail, no fewer than 30 nor more than 60 days before the meeting; (2) notice of an annual or regular meeting includes a description of any matter or matters which must be approved by the members under the Act; and (3) notice of a special meeting includes a description of the purpose or purposes for which the meeting is called.

3.5 Quorum requirements. Members entitled to vote who are physically present at a meeting for which notice has been given pursuant to Section 3.4 shall constitute a quorum.

3.6 Voting requirement. Unless otherwise required by law, if a quorum is present, the affirmative vote of a majority of the votes represented and entitled to vote is the act of the members.

3.7 Proxies. Except where action by written ballot is authorized, members must be physically present at a meeting in order to vote and may not vote by proxy.

3.8 Action by written or electronically delivered ballot. Any action which may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. A written or electronically delivered ballot shall set forth each proposed action, and provide an opportunity to vote for or against each proposed action. Approval by written or electronically delivered ballot shall be valid only when the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting. All solicitations for votes by written or electronically delivered ballot shall: (1) indicate the number of responses needed to meet quorum requirements; (2) state the percentage of approvals necessary to approve each matter; and (3) specify a reasonable time by which a ballot must be received by the corporation in order to be counted.

3.9 Membership criteria. Every member of EBHA must fulfill the following criteria:

a. A member must maintain an unrestricted professional license from the appropriate State of Oregon administrative agency, or be working toward an unrestricted professional license under the rules of the appropriate State of Oregon administrative agency. 

b. A member must carry professional liability coverage in such amounts as may be set from time to time by the board of directors. To facilitate participation in any participating professional agreement the member must supply EBHA with a certificate of insurance which shall state that such insurance coverage shall not be terminated or reduced without ten (10) days’ prior written notice to EBHA. As a minimum, each member shall have professional liability coverage of at least $1,000,000 per occurrence and $3,000,000 aggregate.

c. A member must abide by all aspects of the participating professional agreements, the Bylaws, and Rules and Regulations of EBHA as they may be amended from time to time; cooperate with EBHA and its members in the implementation of the corporation’s policies and objectives; pay assessments when due; adhere to the professional ethics and codes of conduct pertaining to his or her licensed profession; and follow the laws of the county and state where he or she is practicing. 

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d. A member shall not make any misrepresentation to clients concerning the policies of EBHA or any misrepresentation regarding the provision of behavioral health services.

e. All applicants for membership shall deliver to EBHA adequate information for a proper evaluation of competence, training, character, and other qualifications as required in the member appraisal and reappraisal process. Material misrepresentations or omissions in an application shall be grounds for denial or revocation of membership. All applicants shall be approved by the board of directors.

f. To the extent a member’s services are contemplated in any given behavioral health service contract EBHA administers, the member will be obligated to comply with the terms of such contract and accept a reasonable number of patient-enrollees for which the member will be compensated for services provided at the rates set forth in the contract.

g. Members shall not discuss with other members the fee structure, financial terms, or service pricing of any non-risk-sharing agreements members enter into or consider entering into, including whether or not a specific member has accepted or rejected a specific non-risk-sharing agreement.

h. If a contracted member chooses to participate in a contract negotiated by EBHA, the contracted member must comply with the care integration, quality guidelines, electronic records standards, utilization standards, screening and outcomes measures and accept the results of and comply with the requirements of the utilization review process as required by the participating professional agreement, these Bylaws, and the Rules and Regulations of EBHA. Failure to do so may result in termination of a member’s rights to participate in contracts.

3.10 Authorization for informational investigation. Every person who applies for membership in EBHA shall authorize the board of directors and its agents and representatives to consult with professionals, county and state medical societies, and others who may have information bearing on the applicant’s competence as a professional as well as his or her moral and ethical qualifications. The applicant shall release EBHA, its board of directors, officers, agents, and representatives from any liability for their acts or their statements made in good faith and without malice in connection with evaluating the applicant during the application process. Each applicant shall execute a separate authorization and release for the purpose of conducting such informational investigation.

3.11 Release from liability for good faith acts. Applicants and members release from liability EBHA, its board of directors, officers, agents, and representatives for their acts or statements made in good faith and without malice in connection with any evaluation, appointment, reappointments, hearings, disciplinary or corrective actions, sanctions, termination of membership, and other activities as provided for in the Bylaws and/or Rules and Regulations of EBHA. This release is intended to and does hereby extend to individual members and nonmember professionals who participate in the above activities.

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3.12 Termination of membership rights. The membership rights of any member of EBHA may be terminated as provided below:

a. Automatically if a member dies, retires, is adjudicated incompetent or has his or her professional license suspended or restricted without reinstatement;

b. At the discretion of the board of directors if a member fails or refuses to comply with any of the criteria set forth in subparagraphs (a) through (h) of Section 3.09 hereof; or

c. Pursuant to the criteria and procedures set forth in EBHA’s Rules and Regulations (hereinafter “Fair Hearing Plan” supplementary document).

3.13 Voluntary termination of membership rights. Subject to any continuity of care

requirements of any plan with which EBHA has contracted and subject to the limitations on

voluntary termination of a member’s participating professional agreement set forth in such

agreement, a member may terminate his or her membership in EBHA upon sixty (60) days

written notice to the board of directors. EBHA may terminate a member’s membership in EBHA

and the member’s Participating Provider Agreement upon sixty (60) days written notice, with or

without cause. No membership assessments paid previous to such notice of voluntary

termination shall be repaid to such member.

3.14 Assessments. In addition to the requirement to pay annual dues, from time to time the board of directors may determine and levy assessments against each member of EBHA to pay expenses incurred by the corporation. Notice of assessments shall be mailed or electronically delivered to each member. Assessments shall be payable within thirty (30) days after the date of the notice. Failure to pay any assessment is cause for termination of a member’s membership rights.

3.15 Transfer of membership. Membership in EBHA is non-transferable. No member shall sell or offer to sell or otherwise transfer his or her membership.

4.1 General powers. The business and affairs of EBHA shall be managed by its board of directors. The board of directors shall have the authority to represent EBHA on all professional and nonprofessional aspects of the corporation’s business.

4.2 Number, tenure, and qualifications. The board of directors shall consist of not less than three (3), but no more than nine (9) persons who are members of EBHA. The initial term of office for the directors shall be fixed in such a manner as to assure staggered terms of office (i.e., one director, one year, one director, two years). At the expiration of the initial term of office of each director, a successor shall be appointed to serve a term of two (2) years. Directors shall serve two (2) year terms thereafter, typically beginning January 1st of the year their term begins and ending December 31st of the year their term ends. These dates do not preclude exceptions to start and end dates as decided by a vote of the Directors. Directors may serve three consecutive terms and no more than seven (7) years consecutively. The position of President of the Board is an exception to these rules. A director who has served on the board within the preceding year, and who wishes to become President shall be elected into the role of President-elect and serve at least a one (1) year term in that role. Following that first year, the President-elect shall serve at least a one (1) year term as President.  If a director serves three consecutive terms totaling 6 years, he or she must resign at the end of his or her third term and shall be precluded from serving on the board of directors for one year. Thereafter, he or she may again serve on the board of directors if elected. Each director shall hold office until the successor shall have been appointed and qualified, unless sooner removed from office as hereinafter provided.

4.3 Nominations and elections. When the term of a director is about to expire, the board of directors shall give written or electronically delivered notice to the members requesting written or electronically delivered nominations for a successor director. The notice and request for nominations so given must be mailed or electronically delivered no less than sixty (60) days prior to the date such director’s term expires and must state the deadline for receipt of nominations. Successor directors shall be elected at the annual meeting of members unless the board of directors requests elections by written or electronically delivered ballot pursuant to Section 3.8 of these Bylaws. Each member shall have the right to cast one vote for the nominee of his or her choice, for each director position to be filled. The nominee who receives the most votes shall be appointed as the successor director upon the expiration of the predecessor director’s term.

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4.4 Regular meetings. An annual meeting of the board of directors shall be held within thirty days after the annual meeting of the members. Notice with an agenda shall be provided to each director two (2) weeks prior to the meeting date. The board of directors may provide by resolution the time and place for the holding of additional regular meetings.

4.5 Special meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors.

4.6 Notice and waiver of notice. Notice of special meetings shall be given at least five (5) days prior to the date of the meeting in writing mailed or electronically delivered to each director at his or her business address, or by telephone, or in person at least seventy-two (72) hours prior to the time set for the meeting. If mailed, such notice shall be deemed to be delivered after it is deposited in the United States mail addressed to the director, with postage thereon prepaid. If electronically delivered, such notice shall be deemed to be delivered given that it is addressed to the most current e-mail address provided by the member. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any meeting of the board of directors need to be specified in the notice or waiver of notice of such meeting. A written waiver of notice of a meeting signed by the directors entitled to such notice, whether before or after the time stated therein, shall be equivalent to valid notice.

4.7 Quorum. Unless otherwise required by these Bylaws, a quorum of the board of directors consists of a majority of the number of directors prescribed by Section 4.2, but shall be at a minimum two (2) directors.

4.8 Manner of acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless otherwise provided by these Bylaws, and further provided that approval of any behavioral health service contract under consideration shall require an affirmative vote of an absolute majority of the then current board of directors. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum. At any meeting of the directors, if any issues not set forth on a meeting agenda are approved by less than an absolute majority of the board of directors, any director who dissents to such action may require that such action be “shelved” until the next meeting of the board of directors, at which time such issue must again be voted upon by the board of directors before it can be adopted.

4.9 Vacancies. If a vacancy occurs on the board of directors, the board of directors shall appoint a replacement until the next annual member meeting, at which time the members shall vote to fill such vacant position for the remainder of the unexpired term. Nomination for such appointment shall be made at a regular meeting of the board and the board will delay action to approve or disapprove appointment of the nominee(s) until the subsequent regular meeting.

4.10 Presumption of assent. A director who has the right to vote and who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented.

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to the minutes of the meeting, unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the final approval of such minutes by the board of directors. Such right to dissent shall not apply to a director who voted in favor of such action.

4.11 Removal of directors. Any or all directors may be removed by a vote of two-thirds (2/3rds) of the then current directors of EBHA. Any director who is absent for three (3) consecutive regular board meetings without reasonable excuse shall, upon approval of an absolute majority of the board of directors, be removed from the board of directors.

4.12 Informal action by directors. Unless these Bylaws provide otherwise, action required or permitted by the Act to be taken at the board of directors’ meeting may be taken without a meeting if the action is taken by all the members of the board of directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records. Action taken under this section is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date.

4.13 Telephonic or electronic meetings. Meetings of the board of directors, or of any committee designated by the board of directors, may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and/or have visual and immediate access to and an opportunity to respond to other board member’s statements, and such participation shall constitute presence in person at the meeting.

4.14 Conflicts of interest. A director of EBHA may not be interested in, or a director or officer of, another corporation which conducts business with EBHA without the express consent of the remaining members of the board of directors or as otherwise required by ORS 65.361(3). Any director individually may be a party to or interested in any contract or transaction with EBHA provided all the following criteria are met:

a. The interest of the director is disclosed to the board of directors;

b. The interested director may not vote on any resolution regarding the transaction and his or her presence may not be counted toward a quorum; and

c. The board of directors approves the transaction at a regular or special meeting.

4.15 Non-disclosure of proprietary information. Information obtained by persons who serve on the board of directors which pertains to any aspect of EBHA, is considered proprietary and may not be disclosed to nonmembers except as necessary to conduct the business and affairs of the corporation.

4.16 Compensation. Compensation, if any, for duties performed as a director shall be fixed by the members of EBHA.

4.17 Open meetings. All meetings of the board of directors shall be open to members, except for meetings, or portions of meetings, specifically designated as closed by a majority vote of the board.

5.1 General. All committees shall be established and members appointed by the

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board of directors. Each committee shall report to the board of directors with written minutes of

all meetings. All voting members of committees must be members of EBHA unless expressly

provided otherwise herein. The review and quality assurance committees shall be deemed as

standing committees.

5.2 Executive committee. The board of directors may by resolution designate the president and any other member(s) of the board of directors to constitute an executive committee of not less than two (2) persons, and delegate to such committee, subject to applicable law and the control of the board of directors, any of its powers. The board of directors, by resolution, may at any time modify or revoke any or all of the authority delegated to such committee, change the number of members of this committee and fill vacancies in the committee from the members of the board of directors.

5.3 Review committee. A review committee shall be selected from members in good standing to review applications for membership status, to request supplementary data on applications, to recommend to the board of directors actions on applications, of quality behavioral health services and to carry out the duties with regard to summary suspension as provided for in the Fair Hearing Plan, and such other functions as the board of directors may direct.

5.4 Quality Assurance committee. If needed, members of a Quality Assurance (QA) committee shall be appointed by the board of directors. The QA committee may include members and nonmembers (including contract professionals). The QA committee may set standards for the participation of EBHA members in multi -disciplinary peer consultation or supervision groups and/or other structured clinical consultation. The QA committee shall be responsible for initiation of corrective action and investigatory actions as provided for in the Fair Hearing Plan, and shall also recommend to the board of directors, corrective and disciplinary actions for members who engage in inappropriate conduct and/or fail to comply with standards set by the committee and these Bylaws.

5.5 Hearing committee. The members of the hearing committee shall be appointed by the board of directors for the special purpose of acting as a hearings panel pursuant to the Fair Hearing Plan. The members need not be members of EBHA. No member of the Hearing committee may be in economic competition with the member who is the subject of the hearing nor shall have previously considered the matter.

5.6 And other committees as determined by the Board of Directors.

6.1 Number. The officers of EBHA shall be a president, a vice president, a secretary, a treasurer, and other such officers as may be designated by the board of directors. Officers must be member professionals of EBHA. The same individual may simultaneously hold more than one office in the corporation. The same individual may not hold the office of president and treasurer simultaneously.