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the input of Consumers with behavioral health issues to improve behavioral health service <br />delivery in the region. <br />5.5.4 Advisory Board members shall serve three (3) year renewable terms and <br />until their successors are appointed and qualified, except that newly appointed members may <br />serve longer terms so that an equal number of vacancies occur each year_ <br />Each year, those members whose term expire may seek to renew their term. <br />Such a request shall be made to the Chairperson, who, with approval of a majority of members, <br />shall recommend renewal of the member's term to the GCBH, LLC Executive Committee. The <br />Executive Committee will discuss the renewal request and recommendation, and if approved, <br />the Executive Committee Chairperson will renew the member for an additional three (3) year <br />term. <br />5.5.5 The Chair of the Advisory Board, or designee, shall be an ex -officio, <br />non-voting member of the Executive Committee. <br />5.5.6 The GCBH, LLC Administrator shall review and monitor <br />Advisory Board Membership to insure that the membership meets criteria of <br />representing various populations and interest groups as required by statute and <br />regulations. In the event the Advisory Board is not in accordance with applicable <br />statute and regulations, the Executive Committee shall determine the Advisory <br />Board changes so as to meet the representation requirements of the applicable <br />statutes and regulations. <br />5.6 Compensation. The ASO will not pay the County Authorities or the <br />representatives of the Executive Committee or representatives of the Advisory Board any fees <br />or other compensation for its services provided except as set forth in this Agreement. <br />5.6 Limitation on Liability: Indemnification. Neither the .Executive Committee nor <br />the Advisory Board, or their respective representatives, officials, County Authorities, managers, <br />employees or agents, shall be liable, responsible or accountable in damages or otherwise to the <br />ASO or the County Authorities for any act or omission performed in good faith pursuant to the <br />authority granted by this Agreement or in accordance with its provisions, and in a manner <br />reasonably believed to be within the scope of the authority granted and in the best interest of the <br />ASO, provided that such act or omission did not constitute fraud, intentional misconduct, or <br />gross negligence. The ASO shall defend, indemnify and hold harmless the Executive <br />Committee and the Advisory Board and any of their respective representatives, off] cials, County <br />Authorities, managers, employees or agents thereof, against any liability, loss, damage, cast or <br />expense, including reasonable attorney's fees, which arise out of the ASO's actions, inactions or <br />obligations under this Agreement. No County Authority or representative of the Executive <br />Committee or the Advisory Board shall have any personal liability with respect to the <br />satisfaction of any required indemnification. <br />FIRST AMENDED ASO OPERATING AGREEMENT <br />Page 13 of 33 <br />