Article I - Enabling Act; Power and Duties of the Commission
Article II - Books and Records
Article III - Meetings of the Commission
Article IV - Organization of the Commission
Article V - Committees and Subcommittees
Article VI - Fiscal Year
Article VII - Indemnification
Article VIII - Amendments

Article I: Enabling Act; Powers and Duties of the Commission

1.1 Enabling Act Controlling
The name and purpose of the Boston Public Health Commission (herein referred to as the "Commission"), the powers of the Commission and of its members (herein collectively referred to as the "board") and the powers and duties of its officers and executive director and all matters concerning the conduct and regulation of the business of the Commission shall be subject to such provisions in regard thereto, if any, as are set forth in the Boston Public Health Act of 1995, codified at M.G.L. c. 111 Appendix secs. 2-1 to 2-15., and said M.G.L. c. 111 Appendix secs. 2-1 to 2-15 (herein, together with all amendments thereto from time to time adopted, referred to as the "Enabling Act") is hereby made a part of these bylaws.

1.2 Gender Neutrality.
In order to have consistency between the Enabling Act and these bylaws, the terms “Chairman” and “Chairperson” (and “Vice-chairman” and “Vice-chairperson”) are deemed to be synonymous and are used interchangeably.

1.3 Commission Powers and Duties.
Pursuant to or as limited by the Enabling Act and without limiting any other legal power or duty of the Commission not described in these bylaws:

1. The Commission was created to better administer, enhance and expand the public health services provided by the City of Boston.
2. Not later than the second Wednesday in March every year, the Commission shall file with the Mayor, the City Council President and the City Clerk and annual assessment of the public health needs of the City. The assessment shall include an evaluation of existing local, state and federal programs and services to address the public health needs of the City and the adequacy of funding sources available for such programs and services, and assessment of programs, services and other activities provided by private public health providers to address the public health needs of the city, including identification of all vulnerable populations in the City, the performance of providers under contract with the Commission in accordance with the Enabling Act, and proposals by the Commission to enlarge or enhance its response to the public health needs of the City, including new, expanded or revised programs or services to be provided by the Commission or by public health providers under contract with the Commission for the ensuing fiscal year.

3. Not later than the second Wednesday in March every year, the Commission shall prepare and submit to the Mayor a proposed public health services budget for the ensuing fiscal year.
4. The Commission is a partner of the Boston Medical Center, community health centers and other community based providers in assuring that the Boston Medical Center carries out its mission to consistently provide excellent and accessible health care services to all in need of care, regardless of status or ability to pay.  The Commission is further authorized to provide directly or by contract with the Boston Medical Center, pursuant to the Enabling Act, or by contract with any other health care provider, health care services to all persons in need regardless of ability to pay.
5. The Commission assumes all rights, powers, appropriations, obligations and immunities of the entities known as the Boston Department of Health and Hospitals and Trustees of Health and Hospitals.
6. The Commission has the powers and performs the duties from time to time conferred or imposed on boards of health of cities of the commonwealth by the General Laws, and the Commission may prescribe rules, regulations and policies in connection with the performance of its functions and duties.
7. The Commission may adopt, amend and repeal reasonable health regulations not inconsistent with any public health regulation of the Massachusetts Department of Public Health or with any other provision of law, and the Commission may prescribe for any violation of a health regulation a fine according to the nature of the offense.  The Commission may supersede, revise or rescind any order, rule, regulation or ordinance duly promulgated by the City of Boston or the Department of Health and Hospitals pertaining to the Department of Health and Hospitals or otherwise in the exercise of the Department’s powers under law in effect on July 1, 1996.
8. The Commission may alienate its real and personal property, apply  for, receive and expend grants as to any source, sue and be sued, appoint and employ personnel, participate in any public or private venture which furthers the purposes of the Commission
9. The Commission may borrow money for any of its corporate purposes from the Health and Educational Facilities Authority, with the approval of the City Council and the Mayor.
10. The Commission shall keep accurate financial records, which shall be open to inspection by any officer or duly appointed agent of the Commonwealth or the City.
11. Within one hundred and twenty (120) days of the close of its fiscal year, the Commission shall submit an annual report concerning its operations to the Mayor, Collector-Treasurer and City Council President, and shall file a copy of the report with the City Clerk.

Article II: Offices, Books and Records

2.1 Offices
The principal office of the Commission shall be at such place in the City of Boston, Massachusetts, as the Commission may determine.  The Commission may from time to time establish and maintain an additional office or offices at such place or places as it may determine to be necessary or convenient to carry out the powers expressly granted by the Enabling Act.

2.2 Books and Records
Except as may be otherwise required or permitted by resolution of the board, or as the business of the Commission may from time to time require, all of the books and records of the Commission shall be kept at the Commission’s  offices.  The Commission’s  books and records shall be available at all reasonable times for inspection by any members, and by any other person having a right by law to inspect such books and records, subject to the provisions of  The Public Records Law, M.G.L. c. 4, sec. 7(26) and M.G.L. c. 66, sec. 10, and any regulations promulgated thereunder.

Article III: Meetings of the Commission

3.1 Regular Meetings
Regular meetings of the Commission shall be held at such times and places as the Commission may fix from time to time except that the Commission shall meet at least six (6) times a year.

3.2 Special Meetings
There shall be a special meeting of the Commission whenever the same shall be called by the Chairperson, by the Executive Director or by two (2) or more members of the Commission, or in the event of a vacancy in the office of Chairperson, or the Chairperson's absence from the City or his/her disability, by the Vice-Chairperson.

3.3 Notice to Members
Written notice of the time and place of each meeting shall be given each member of the Commission by the Secretary of the Commission, by sending the same postpaid, by facsimile or by courier, forty-eight (48)  hours prior to the meeting.  Every meeting notice shall include a meeting agenda prepared by the Secretary.  The Chairperson, Vice-chairperson and Executive Director shall participate in creating the agenda.  The notice prescribed shall not be required for any meeting for which the same is waived in writing by every person constituting a member of the Commission at the time of such meeting.

3.4 Public Notice
Except in emergencies, notice of a meeting of the Commission, whether regular or special, specifying the date, time and place of such meeting, shall be filed with the Clerk of the City of Boston, and a copy thereof shall be publicly posted in the office of said Clerk.  In the case of regular and special meetings, notice must be filed with the Clerk at least forty-eight (48)  hours prior to the meeting, including Saturdays but not Sundays and legal holidays. Public notice of every meeting of the Commission shall at all times be given in compliance with the applicable provisions of M.G.L. c. 39, sec. 23B as presently in effect and as from time to time amended.

3.5 Emergency Meetings
Emergency meetings of the Commission may be held without formal notice provided all members are present or those members not present shall have waived notice thereof in writing either before or within five (5) days after the meeting.  A meeting may be held as an emergency meeting when a sudden generally unexpected occurrence or set of circumstances demanding immediate action has occurred, but the subject of such emergency meeting shall be related only to such occurrence or circumstances.

3.6 Conduct of Meetings and Transaction of Business
All regular, special and emergency meetings of the Commission shall be called, publicized, conducted and recorded in conformity with sections 23A, 23B and 23C of M.G.L. c. 39, as from time to time amended, and such other statutes as may apply to meetings of the Commission.  Except as otherwise provided by these Bylaws, the rules of parliamentary practice as set forth in Robert’s Rules of Order Revised shall govern the conduct of board meetings.

3.7 Quorum
Pursuant to the Enabling Act, four (4) members of the Commission shall constitute a quorum and the affirmative vote of four (4) members shall be necessary and shall suffice for any action taken by vote of the Commission.

3.8 Vacancy
No vacancy in the membership of the Commission shall impair the right of a quorum to exercise all the rights and perform all the duties of the Commission.

Article IV: Organization of the Commission

4.1 Membership
Except as otherwise provided in the Enabling Act, the Commission shall consist of seven (7) members, six (6) of whom are appointed by the Mayor of the City of Boston with the approval of the City Council.  Of these six (6) appointed members, two (2) shall be trustees, officers or directors of health centers affiliated with Boston Medical Center.  One (1) member shall be appointed by the Mayor from a list of not less than three (3) nominees recommended by a nominating committee of representatives of organized labor appointed by the Mayor for said purpose.  The seventh member of the Commission shall be the chief executive officer of the Boston Medical Center who shall serve ex officio.  The term of each member shall be three (3) years, or in the case of an appointment made to fill a vacancy, for the unexpired term, and until his/her successor is appointed and qualified.  Should a vacancy among the appointed members of the Commission exist for a period of more than sixty (60) days, or should the Mayor fail to appoint a successor within sixty (60) days after the term of an appointed member expires, the City Council shall proceed forthwith to elect a member.  Any member of the Commission may be eligible for reappointment.

The Commission shall have a Chairperson and a Vice-Chairperson.  The Chairperson shall be appointed by the Mayor and shall serve as Chairperson during his/her term of office as a member.  The Commission shall annually elect one (1) of its members as Vice-Chairperson.

4.2 Chairperson
The Chairperson shall preside at all meetings of the Commission.  Unless some other person or persons shall be thereunto specifically authorized by vote of the Commission or these bylaws, the Chairperson shall sign in the name and on behalf of the Commission all contracts and other instruments to be executed by the Commission.

4.3 Vice-Chairperson
The Vice-Chairperson shall perform the duties and have the powers of the Chairperson during the absence or incapacity of the Chairperson.

4.4 Presiding Officer
In the event of the absence or incapacity of both the Chairperson and Vice-Chairperson, the members of the Commission present shall elect a presiding officer (pro-tem).  The presiding officer, whether Chairperson, Vice-Chairperson or a presiding officer (pro tem) shall be entitled to vote on all matters.

4.5 Removal and Resignation of Members
No member may be removed from office except as provided in the Enabling Act.  A member may resign from his/her position by executing and delivering to the Chairperson or in his/her absence, to any other member of the Commission, written notification of such resignation, which shall be effective upon receipt unless otherwise provided in the written notice.

4.6 Officers
The Commission shall appoint an Executive Director, Secretary, Treasurer and such other senior officers as the Commission deems necessary.  Such senior officers shall not be members of the Commission and shall serve at the pleasure of the Commission.

1. Executive Director
   The Executive Director shall be the chief executive officer of the Commission, and shall administer the affairs of the Commission, including without limiting the generality of the foregoing, matters relating to contracting, procurement, personnel and administration, under the supervision of the board, in accordance with such authorizations as the Commission may from time to time reasonably adopt and continue in force.
2. Secretary
   The Secretary of the Commission shall keep a true and accurate record of the proceedings of the Commission and shall be custodian of all books, documents and papers filed with the Commission and of the minute books of the Commission and of its official seal.  He or she shall have authority to cause copies to be made of all minutes and other records and documents of the Commission and to give certificates under the official seal of the Commission to the effect that such copies are true copies, and all persons dealing with the Commission may rely upon such certificates.  The Secretary shall cause notice to be given of all meetings of the Commission, it committees and subcommittees, as required by law or these bylaws.
3. Treasurer
   The Treasurer shall be the chief financial officer of the Commission and shall have such powers and perform such duties as are commonly incident to the office of treasurer, under the supervision of the Executive Director, and shall have such other powers and perform such other duties as the Commission may from time to time delegate to him/her until said delegated powers and duties are recalled.

Article V: Committees and Subcommittees

5.1 Standing Committees
There may be the following standing committees of the Commission:

1. Executive Management Committee

Budget and Finance Committee

2. Personnel Committee


3. Property Committee

Committee meetings shall be subject to M.G.L. c. 39, sec. 23B (“Open Meeting Law”) , including its public notice requirements.  The Commission’s committees shall have the following powers, duties and responsibilities:

1. Executive Management Committee
   The Executive Management Committee shall be responsible for reviewing the operation and performance of the departments, divisions, sections and operating sectors of the Commission.  The committee shall have the power to recommend to the Board proposals for the organization and reorganization of the Commission.  It shall also direct audits of the Commission by the Commission's internal auditor who shall report to the Board through the committee.
2. Budget and Finance Committee
   The Budget and Finance Committee shall be responsible for general oversight of the Commission's financial operations.  The committee's activities shall include, but not be limited to,  reviewing and recommending for approval by the Board the Commission's annual budget, and conducting long-range financial planning for the Commission in conjunction with recommendations made by the Executive Management Committee.
3. Personnel Committee
   The Personnel Committee shall be responsible for oversight and review of the Commission's personnel policies and procedures relative to the hiring, training and employment of Commission personnel and shall provide to the Board its recommendations based on or derived from said oversight and review.  The committee shall also be responsible for the evaluation and selection of candidates for consideration by the Board for the positions of Executive Director, Secretary and Treasurer and such other officers as the Commission may from time to time deem necessary.
4. Property Committee
   The Property Committee shall be responsible for oversight of all real estate holdings in the care and custody of the Commission and shall provide to the Board its recommendations based on or derived from said oversight.

5.2 Other Committees and Subcommittees
The Commission may, at its discretion, establish, alter or abolish any committee or subcommittee of the Board as it may from time to time deem necessary.

5.3 Committee Membership
The Chairperson of the Commission shall appoint the members of the Board to serve on all committees or subcommittees.  Further, the Chairperson may also appoint individuals who are not members of the Board to serve on said committees and subcommittees.  Said individuals shall not be permitted to vote on issues under consideration by the committee or subcommittee and shall serve at the pleasure of the Chairperson.  Such individuals shall be deemed to be special municipal employees for the purposes of M.G.L. c. 268A. (Conflict of Interest Law).

Article VI: Fiscal Year

6.1 Designation of Fiscal Year
The fiscal year of the Commission shall commence on the first day of July and end with the thirtieth day of June.

Article VII: Indemnification

7.1 Indemnification of Members, Officers, Employees and Agents
Pursuant to the Enabling Act, the Commission may indemnify any present or past member, officer, employee or agent of the Commission against liabilities, claims, costs and expenses, including legal expenses, in connection with any actual or threatened proceeding, including any settlement thereof approved by the Commission, arising by reason of any act or omission within the scope of his/her duties for the Commission; provided, however, that no indemnification shall be provided to a person concerning a matter as to which such person is finally adjudicated to have acted either without the belief held in good faith that his/her conduct was in the best interests of the Commission or with reason to understand that his/her conduct was unlawful.  Costs and expenses may be paid prior to a final disposition upon receipt of an undertaking, which the Commission may accept without regard to the financial resources of the person indemnified, that the person receiving the benefit of payments shall repay such payments if he or she shall be finally adjudicated not to be entitled to indemnification thereunder.

7.2 Insurance
The Commission may purchase insurance on behalf of itself and any of its members, officers, employees or agents against any liability arising out of such person's status as such, whether or not the Commission would have the power to indemnify such person against such liability.

Article VIII: Amendments

8.1 Requirements to Amend
These bylaws may be amended, added to, altered or repealed in whole or in part by the affirmative vote of at least four (4) of the members of the Commission, provided that the notice of such meeting shall specify the subject matter of the proposed amendment, addition, alteration or repeal and the Article or Articles of these bylaws to be affected thereby.