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Texas Society for Medical Services Specialists 12300 Ford Road, Ste. 135 Dallas, TX 75234 Phone: 972/755-2560 Fax: 972/755-2561 Email: info AT tsmss.org |
Texas Society for Medical Staff Services Organization Name, Scope and Location Section l. Name: The name of this organization shall be the Texas Society for Medical Staff Services. This Society is a not for profit corporation organized under the general Not For Profit Corporation Acts of the State of Texas and recognized by the Internal Revenue Service as a not for profit professional organization classified as a 501 (c) (3) tax exempt organization. Section 2. Scope: The Texas Society For Medical Staff Services will collect, organize, disseminate, and advance the information and research available concerning medical staff services on as broad a scope as possible, but will focus most of its activities in the State of Texas. The Texas Society for Medical Staff Services shall consider applications for chapter affiliations, regional, zone, local, city, or county, if they meet established criteria. Section 3. Location: The offices of the Society shall be located in Austin, Texas, and/or in such localities as may be determined by the Board of Directors. Article II Objectives and Purposes Section 1. Objectives:
Eligibility, Classes of Membership, Definitions and Qualifications Section 1. Eligibility: Individuals eligible for membership in the Society shall be those whose primary responsibility is for administrative support to the medical staff and/or health care related organizations. Candidates for membership must apply in the appropriate membership category and successfully complete the membership application process approved by the Board of Directors. Classes of Membership
Section 4. Membership Reinstatement: Any former member (either expelled or resigned) desiring reinstatement must make application in the same manner as a new applicant. The application for reinstatement shall not be approved except upon condition of payment of all amounts of past due obligations (if any) to the Society. Section 5. Membership Resignation: Any member may resign by filing a written resignation with the Texas Society for Medical Staff Services headquarters, but such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid. Article IV Membership Dues Section 1. Establishment of Dues: Dues and membership admission fees for all classes of membership shall be established by the Board of Directors. The membership year shall operate on a calendar year basis with dues expiration occurring December 31st annually. Dues are payable in full upon receipt of membership renewal application notices, one year in advance for all classes of membership except Honorary. Section 2. Dues Refunds, Apportionment: No dues shall be refunded to any member whose membership terminates for any reason. Dues shall not be apportioned according to the date of joining the Society, but may be waived as an incentive in the final three months of the year if a full year's dues are paid during that time period. These incentive memberships will expire on December 31st of the following year and can only be used one time by an individual member. If a member resigns, membership may be transferred to a new member if documentation can be provided indicating that dues were paid by a facility. If due were paid by an individual, no transfer will be allowed. Section 3. Special Assessments: Written notice requesting a special assessment must be sent to the Board of Directors at least 20 (twenty) days in advance of a special or regularly called meeting in order to consider a special assessment for the Society. An assessment can be levied on voting members by a three-fourths vote of board members present and eligible to vote. Assessments can be levied to discharge Society obligations, special projects or in case of hardships. Section 4. Delinquency and Cancellation: Any member who has not paid dues in full by December 31st of the year shall be considered delinquent; membership not renewed by March 31 shall be terminated along with all rights, privileges and services of the Texas Society for Medical Staff Services. Section 5. Non-Payment of Dues and/or Assessments: Non-payment of dues or assessments shall constitute sufficient cause for expulsion from the Society when, in the opinion of the Board of Directors, such action is justified. Section 6. Correct Membership Category: Members must make application in the correct, and highest, category of membership for which they are eligible. The Board of Directors reserves the right to review information on the application and verify categories as true and correct. If applicant has applied for membership in a lower than appropriate category, applicant will be asked to resubmit the application with appropriate dues attached. Application in the incorrect category may be considered falsification of the membership application. Article V Meetings of Members and Voting Rights Section 1. Annual Meeting: The Annual Meeting of the Society shall be held at such place and on such dates as may be determined by the Board of Directors. Intent of the meeting shall be announced by mail at least 60 days prior to the meeting. Section 2. Special Meetings: Special meetings of the Society may be called by the Board of Directors at any time, or shall be called by the President within thirty (30) days after a written request by twenty five (25) voting members has been filed with the Society offices. The business to be transacted at any special meeting shall be stated in the notice thereof, and no other business may be considered at that time. Section 3. Notice of Meetings: Written notice of any meeting of the Society shall be mailed to the last known address of any member not less than fifteen (15) days, nor more than forty (40) days before the date of the meeting. Receipt of a dated agenda is to be considered notice for the purpose of calling the meeting. Members may not raise any item requiring a policy vote or expenditure of funds at the Annual Business Meeting unless they have given specifics of the proposal to the President and Society Offices no less than thirty (30) days prior to the meeting convening. Any item brought up at the annual meeting without notice will be automatically referred to the Board of Directors for consideration and/or action. Section 4. Voting: At all meetings of the Society, each voting member shall have only one vote to cast on official ballots. Each Corporate Member shall designate an official voting member annually at renewal time. (Refer to Article III, Section A) Section 5. Voting by Mail: Proposals to be offered to the members for a mail vote shall first be approved by the Board of Directors, unless the proposal is endorsed by ten percent of the regular members, in which case Board approval shall not be necessary. On any mail vote, no less than twenty percent (20%) of all regular members shall cast a ballot in order to constitute a valid action, and a majority of those voting shall determine the action. Section 6. Quorum of Members: At an annual or special meeting of members, a quorum shall consist of those active members present. Section 7. Cancellation of Meetings: The Board of Directors may cancel any annual or special meeting for cause. Section 8. Rules of Order: The rules contained in the current edition of "Robert's Rules of Order" shall govern the conduct of meetings of the Society in all cases to which they are applicable and in which they are not inconsistent with these Bylaws or any special rules the Society may adopt. Article VI Officers Section 1. Elected Officers: The Officers of this Society shall be a President, a President-Elect, an Immediate Past President, and a Treasurer. These officers shall serve until their successors have been duly elected and assume office. The President-Elect shall automatically succeed to the Presidency. Section 2. Qualifications: Any active voting member in good standing shall be eligible for nomination and election as an elected officer of the Society, provided the person presently serves, or has served as a member of the Board of Directors prior to an elective term of office and is considered or classified as a credentialing specialist and/or a medical staff services professional. However, the elected Officers shall be limited to no more than one person from any one health care entity, family, or branch office, serving together or simultaneously. In addition:
Section 4. Term of Office: Each Officer shall take office at the close of the annual meeting and shall serve for a term of one (1) year or until a successor is duly elected and qualified. The treasurer shall serve a two-year term. No individual shall serve more than two consecutive terms as President, nor one consecutive term as Treasurer. Each elected Officer shall serve concurrently as a member of the Board of Directors and as a member of the Executive Committee. Section 5. Re-election: No elected Officer, excepting the Treasurer, having served one full term shall be eligible for re-election to the same office more than one time, until at least one (1) year has elapsed. Section 6. Vacancies and/or Removal: Vacancies in any elective office may be filled for the balance of the term thereof by the Board of Directors at any regular or special meeting. The Board of Directors in its discretion, by two-thirds (2/3) vote of all its members, may remove any Officer from office for cause. Article VII Duties of the Officers Section 1. President: The President shall serve as Chair of both the Board of Directors and the Executive Committee, and preside at all meetings of the Society. It shall be the President's duty to supervise the activities of the Society, and present a report at the annual meeting, a copy of which shall be kept in the permanent files of the Society. The President shall perform such duties as authorized by the Board of Directors, among those being to serve as an ex-officio member, with right to vote, on all committees except the Nominating Committee, and shall make all required appointments of standing and special committees as prescribed in these Bylaws. Section 2. President-Elect: The President-Elect shall succeed to the Presidency. In the event of death, resignation or permanent incapacity of the President, the President-Elect shall immediately succeed to the Office of President. In this case, the President-Elect may succeed himself/herself as President. The President-Elect shall familiarize himself/herself with the duties of the President, shall serve as Chair of the Governmental Affairs Committee and perform other duties as assigned by the President. Section 3. Immediate Past President: The Immediate Past President shall act as a consultant to the President, serve as Chair of the Nominating Committee and perform other duties and responsibilities as assigned by the President. The Immediate Past President shall serve as the historian for the society and collect and maintain information regarding activities of the society for the permanent record. The record will be passed to the next person in line when the term is complete. Section 4. Treasurer: The Treasurer, under the guidance of the Executive Director, shall be in charge of the Society's funds and records. As Treasurer of the Society, he/she shall be responsible for the proper dues mailing notices to members. He/she shall supervise the proper recording of proceedings of meetings of the Society and Board of Directors as well as reports of all committees. He/she shall carry into execution all orders, votes, and resolutions, not otherwise committed. He/she shall keep the seal of the Society at the headquarters offices and shall recommend sufficient insurance or bonds, as the Board of Directors may determine as prudent. As Treasurer, with the administrative support of the Staff, he/she shall collect all member dues and/or assessments and shall establish proper accounting procedures for handling of the Society's funds in such banks, trust companies and/or investments as are approved by the Board. He/she shall report on the financial condition of the Society at all meetings of the Board of Directors and at other times when called upon by the President. At the end of the fiscal year, the Treasurer shall prepare an annual report which shall reflect the financial condition of the Society. No less than every three years, a Financial Review or Audit shall be undertaken and completed by the Executive Committee in the Society's offices. A certified public accountant may be retained for up to four hours at the Society's expense to help guide the Financial Review, Audit, or Certified Audit as authorized or approved in advance by the Board of Directors. Results of the audit shall be revealed to the Board following the audit. At the expiration of the term of office, he/she shall deliver over to his/her successor all books, money, and other Society property in his/her charge, or in the absence of a successor, shall deliver such properties to the President or Society office. Such duties of the Treasurer, as may be specified by the Board of Directors, may be delegated or assigned to the Executive Director or designated member of his/her staff. Article VIII Board of Directors Section 1. Authority and Responsibility. The governing body of this Society shall be the Board of Directors. The Board of Directors shall have supervision, control, and direction in the affairs of the Society, its committees and publications; shall determine its policies or changes therein; shall actively prosecute its objectives and supervise the regulations for the conduct of its business as shall be deemed advisable and may in the execution of the powers granted, delegate certain of its authority and responsibility to the Executive Committee or staff. The actions of the Board of Directors shall be final except on appeal by the membership at the annual meeting (see Section 11) In addition, members of the Board of Directors shall be responsible for submitting at least one article annually for publication in the Newsletter. Section 2. Qualifications and Composition: Directors must be Certified Professional Medical Services Management or Certified Provider Credentialing Specialists, and must demonstrate active involvement as a member by having attended at least one TSMSS conference (annual or one-day) within the past two years. The Board of Directors shall consist of the Officers: President, President-Elect, Immediate Past President, Treasurer, plus five directors elected at large with geographic considerations. The Executive Director and the Newsletter Editor shall be an ex-officio member of the Board. The Executive Director responsibilities are defined in Article XIII, Section 2. The Newsletter Editor shall be appointed by the President, with the approval of the Board of Directors, and will serve a three year term. The responsibilities of the newsletter editor include initiation, coordination and oversight of the publication of four (4) society newsletters per year. Further responsibilities are defined in the Board of Directors Policies and Procedures. Section 3. Manner of Election: A. Mail Ballot and Deadlines: The elections shall be conducted by mail or electronically. A ballot listing the names of eligible candidates, together with a resume of the background and experience of each candidate, shall be mailed or sent electronically to each voting member of the Society between 60 and 90 days prior to the annual meeting. B. Tabulation of Votes: The ballot shall be returned to the Executive Director, and no ballot shall be valid if postmarked later than 30 days before the date of the annual meeting. The votes shall be tabulated by the Executive Director, and reported to the Board of Directors. The results of the election shall be communicated to the Society in the Newsletter and announced at the Annual Business meeting. Manner of Election:
Section 5. Nominations: The Past President shall select a Nominating Committee and preside at its meeting. Any person so nominated shall have given his/her consent prior to nomination and election as a board member. The Nominating Committee's slate shall be presented to the Board of Directors for approval. Additional nominations may be made from the board or by write-in on the ballot. Nominees receiving the most votes will occupy the position for the time remaining in that position or until a successor is duly elected. Section 6. Quorum of the Board: At any meeting of the Board of Directors, one half (1/2) of the Board and not less than five (5) members shall constitute a quorum for the transaction of business of the Society, and any such business thus transacted shall be valid providing it is affirmatively passed upon by a majority of those present. Section 7. Meetings of the Board: A regular meeting of the Board of Directors shall be held each calendar quarter of the administrative year at such time and place as the Board of Directors may prescribe. Special meetings may be called by the President, or at the request of three (3) Directors to the President, by notice mailed, faxed, delivered, telephoned or sent electronically to each member of the Board of Directors not less than seventy-two (72) hours before the meeting is held. Notice of all regular board meetings shall be given to the Directors not less than thirty (30) days before the meeting is held. The seventy two hour notice may be waived if a majority of the Board of Directors agrees to the waiver. Section 8. Voting: Voting rights of a Director shall not be delegated to another, nor exercised by proxy. Section 9. Voting by Mail or Electronically: Action taken by a mail ballot or electronically of the Board of Directors, in which at least a majority of such Directors in writing or electronically indicate themselves in agreement, shall constitute a valid action of the Board of Directors if reported at the next regular meeting of the board. Section 10. Voting by Conference Telephone: Actions taken by conference telephone call by the members of the Board of Directors, in which at least a majority of the Board of Directors indicate themselves in agreement, shall constitute a valid action of the board if official minutes are taken and said action is reported at the next regularly scheduled meeting of the board. Section 11. Appeal Process: Decisions made by the Board of Directors are subject to appeal, if requested in writing by no less than ten percent (10%) of the voting membership of the Society and presented to the Board at least two days prior to the next regularly scheduled Board meeting after the decision in question was made. The Board must consider the appeal at their next meeting. If the Board votes to deny the appeal, a mail ballot to the voting membership regarding the decision in question may be requested in writing by no less than twenty percent (20%) of the voting membership. The ballot must be sent within thirty (30) days of the request, and a simple majority of members voting shall prevail. Section 12. Absence: Any elected Officer or Director who shall have been absent from two (2) meetings of the Board of Directors during a single administrative year shall automatically vacate the seat held on the Board of Directors and the vacancy shall be filled as provided in these Bylaws. However, the Board of Directors shall consider each absence of an elected officer or director as a separate circumstance and may expressly waive or excuse the absence if significant mitigating circumstances exist and/or the Executive Director or President has been previously notified of the absence and reason. Waiver of the absence shall require an affirmative vote of a majority of the Board of Directors. Section 13. Vacancies or Removal: Any vacancy on the Board of Directors between Annual Meetings may be filled by the Board of Directors. A director so elected to fill a vacancy shall serve the unexpired term of his/her predecessor. The Board of Directors may, in its discretion by affirmative vote of two thirds (2/3) of its members, remove any director for cause. Section 14. Compensation: Directors and elected officers shall not receive any compensation for their services but may, with prior approval, be reimbursed for out of pocket expenses incurred on behalf of the Society if supported by invoice. Article IX Indemnification Every director, officer, employee of the Society, and such others as specified from time to time by the Executive Committee, shall be indemnified by the Society against all expenses and liabilities including counsel fees reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been a director, officer or employee of the Society, or any settlement thereof, whether the person is a director, officer, or employee at the time such expenses are incurred, except in cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled. Article X Executive Committee Section 1. Authority and Responsibility: The Executive Committee may act in place and stead of the Board of Directors between board meetings on all matters specifically delegated to the Board of Directors by these Bylaws. The Committee shall oversee the financial affairs of the Society. Actions of the Executive Committee shall be reported to the full Board by mail or at the next board meeting. Section 2. Composition and Election: The Executive Committee shall consist of the President, President-Elect, Treasurer, and Immediate Past President. Section 3. Quorum - Call of Meetings: A majority of the Executive Committee shall constitute a quorum at any duly called meeting of the committee. The President shall call such meetings of the Executive Committee as the business of the Society may require, or a meeting shall be called by the President on request of three (3) members of the Executive Committee. Section 4. Vacancies: Any vacancy occurring on the Executive Committee shall be filled in the manner prescribed in these Bylaws, Article VI, Section 7. Article XI Special and Standing Committees Section 1. Nominating Committee: The Immediate Past-President shall appoint, with the approval of the Board of Directors, a Nominating Committee which shall consist of not less than three (3), nor more than five (5) voting members. The immediate Past President who shall serve as Chair, but not more than two members of the committee shall be past presidents of the Society. At least one member of the Committee shall be re-appointed to the following year's Nominating Committee to insure continuity. The Nominating Committee shall nominate one to three candidates for the office of President-Elect and from four to six nominations for directors to the Board. Section 2. Budget Committee: The Budget Committee shall consist of the President, President-Elect, Treasurer and the Executive Director as ex-officio without vote. The Treasurer shall serve as Chair. The Committee shall counsel with the Executive Director on the annual budget of the Society and prepare recommendations for the full Board of Directors. The Committee may perform such other duties in connection with finances, such as investment policies, as the Board may determine from time to time. Section 3. Education Committee: The duties of this committee shall be to plan, program and provide for the continuing education of the members of the Society. Section 4. Annual Conference Committee: This committee is responsible for the development, oversight and coordination of the annual conference. Section 5 4. Membership and Chapter Development Committee: The duties of this committee shall be to promote chapter development and membership in the Society. The Chair of the Committee will serve as the liaison with all the state chapters and report chapter and membership status to the Board of Directors at each Board meeting. Section 6. Special Committees: Special committees may be appointed by the President as need occurs and as authorized by the Board of Directors.
Article XII Affiliates Section 1. Affiliation Applications: The Board of Directors shall have the power to encourage and approve applications for affiliation with the Society. Applications for affiliation with the Society shall be completed and filed with the Executive Director and presented at the next Board meeting. Section 2. Purpose of Affiliations: The purpose of affiliations and chapters is:
Section 4. Minimum Requirements: As a condition of continuing affiliation with the Texas Society for Medical Staff Services, organizations applying and receiving recognition as an affiliated Society agree to encourage membership in the Texas Society for Medical Staff Services. They also agree to supply the Texas Society for Medical Staff Services a complete membership list of their organization no less than annually, encourage any non-members to join Texas Society for Medical Staff Services, and pay annual affiliation service fees, if approved and as determined by the Board. Section 5. Service to Affiliates and/or Status: The Society will agree to provide membership services to its affiliated organizations as determined and defined by the Board of Directors. Other than the specific areas of cooperation outlined in these bylaws or any other affiliation agreement, it is understood the affiliated associations are free standing, independent associations responsible for their own actions. Article XIII Executive and Staff Section 1. Appointment: The Board shall employ a management company or salaried chief executive who shall have the title of Executive Director, whose terms and conditions of employment shall be specified or approved at least bi-annually by the Board. The Executive Committee is delegated the authority to determine the ongoing compensation and other financial arrangements of the management company and/or Executive Director. Such data will be reported to the Board of Directors upon completion of negotiations or evaluations. Section 2. Authority and Responsibility: The Executive Director, as Chief Executive Officer, shall manage and direct all activities of the Society subject to the policies of the Board of Directors and through the office of the President. The Executive Director shall employ and may terminate the employment of members of the staff necessary to carry on the work of the Society and fix their benefits and compensation within the limits of the operating revenues. The Executive Director shall define the duties of the staff, supervise their performance, establish their titles, and delegate those responsibilities of management as shall be in the best interest of the Society. The Executive Director shall serve without vote as an ex-officio member of the Executive Committee, Board of Directors, Budget Committee and special Committees. The Executive Director will work to promote cooperation and coordination among affiliated associations to the Texas Society for Medical Staff Services and, as one of his/her annual responsibilities, see that the affiliated associations are honoring any affiliation agreements. Article XIV Finances Section 1. Fiscal Period: The fiscal period of the Society shall be prescribed by the Budget Committee with the approval of the Board of Directors. Section 2. Bonding: Trust or surety bonds may be furnished for the President, Treasurer, Executive Director and such other officers or employees of the Society as the Board shall direct. The amount of such bonds shall be determined by the Board and paid by the Society. Section 3. Budget: With recommendations of the Budget Committee, the Board shall adopt an annual operating budget covering all activities of the Society. Section 4. Review or Audit: The accounts of the Society shall be carefully reviewed annually by the Budget Committee. As conditions merit, a CPA Audit can be authorized for Society accounts upon a simple majority vote by the Budget Committee or Board of Directors. This audit shall be paid out of Society funds, and copies provided the Board and membership within sixty (60) days following completion of the audit. Article XV Affiliations The Society shall be an affiliated State Society of the National Association Medical Staff Services. These Bylaws may not be in conflict with the Bylaws of the National Association Medical Staff Services. Article XVI Dissolution The Society will use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed, to the members of the Society. On dissolution of the Society, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors. Article XVII Amendments Section 1. Proposing: Amendments to, or repeal of, these Bylaws may be proposed by the Board of Directors on its own initiative or upon petition by ten per cent (10%) of the voting members. The Board of Directors shall present all such proposals to the voting members with or without endorsement. Section 2. Approval: Amendments to or a repeal of these Bylaws shall be approved by a two-thirds (2/3) affirmative vote of the members voting in the mail ballot process or at the Annual Business meeting. Written or electronic notice of proposed Bylaw changes must be sent by the Board of Directors to the voting membership at least thirty (30) days before the annual meeting to be considered for vote at the meeting. Approved: October, 31, 1995 (replace previously existing Bylaws of the Texas Society for Medical Staff Services) Amendment dates: March 5, 1997, July 28, 2000, December 10, 2003, April 29, 2005 |