BYLAWS Texas Society for Medical Services Specialists
Article I. Organization Name, Scope and Location
Section l. Name: The name of this organization shall be the Texas Society for Medical Services Specialists, hereafter referred to as TSMSS or the Society, and is governed by these Bylaws and the Bylaws of the National Association Medical Staff Services (NAMSS). The 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: TSMSS 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. TSMSS shall consider applications for chapter affiliations, regional, zone, local, city, or county, if they meet established criteria. The mission of TSMSS is to promote certification and professional growth through networking, within the healthcare industry.
Section 3. Location: The offices of the Society shall be located in Texas at such localities as may be determined by the Board of Directors.
Article II. Objectives and Purposes
Section 1. Objectives:
Section 2. Purposes:
Article III. 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.
Section 2. Membership Procedure: Approval to active membership in TSMSS shall be as follows:
Classes of Membership
Section 3. Membership Removal: Members of any classification may be removed from membership by the Board of Directors for cause by two thirds vote. For any cause, other than nonpayment of dues, non-compliance with pertinent provisions of the Bylaws, Rules or Regulations of the Society, or a related conviction in a court of law, removal of membership shall occur only after a full due process investigation is provided, which shall consist of advising said member of complaints against him/her and providing a reasonable opportunity for defense (through a grievance process as defined in the Policy and Procedure Manual. ) Such former member, if removed, may appeal the decision of the board at the Annual Meeting of the Society or any regularly scheduled meeting of the Board of Directors for no more than a one hour time limit, providing that notice of intent to appeal is provided to the TSMSS office at least 10 days in advance of the annual meeting or Board meeting.
Section 4. Membership Reinstatement: Upon written request of a former member whose membership was terminated pursuant to Article III, Section 3 2, the Board of Directors may, by affirmative vote of two-thirds of the voting members of the Board, reinstate such former member upon such terms as the Directors deem appropriate.
Article IV. Membership Dues
Section 1. Establishment of Dues: Annual dues for membership are due and payable at an amount set by the Board of Directors and in accordance with the Dues Policy, and shall not be higher than NAMSS annual dues.
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. Notice of the meeting shall be announced by mail or electronic means 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: Other than the Annual Meeting, written notice of any meeting of the Society shall be mailed or sent by electronic means to the last known address of any member not less than fifteen (15) days, and no 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 raise items for discussion at any Society meeting. However, any member-raised issue requiring a policy vote or expenditure of funds must be preceded by no less than 30 days notice, including specifics of the proposal, to the President and Society Offices to allow adequate time for the Board to review. Any item raised for discussion without proper notice will be automatically tabled and 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.
Section 5. Voting - Mail or Electronic: Proposals to be offered to the members for a mail or electronic 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 or electronic 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: Parliamentary authority shall be Robert's Rules of Order Newly Revised Edition.
Article VI Officers
Section 1. Elected Officers: The Officers of the Society shall include the President, President-Elect, Immediate Past President, Secretary and 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.. However, the elected Officers should be limited to no more than one person from any one health care entity, family, or branch office, serving together or simultaneously.
Section 3. Nomination and Election of Officers: Except where otherwise noted, all Officers, except for the Immediate Past President and the President shall be elected annually by the voting membership in accordance with the Society's policy on nominations and elections. The President and President-Elect, upon completion of their one year terms, shall automatically succeed to the offices of Immediate Past President and President respectively.
Section 4. Term of Office: With the exception of President-Elect, President, and Immediate Past President as noted in Section 1, each Officer shall take office at the close of the annual meeting and shall serve for a term of two (2) years or until a successor is duly elected and qualified. . 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, except the Treasurer and Secretary, 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: Any Officer may be removed by an affirmative vote of two-thirds (2/3) of the voting members of the Board of Directors whenever, in the Board's judgment, the best interests of the Society will be served by such removal. Any Officer who has been recommended for removal shall be entitled to reasonable advance notice of the basis for same and the opportunity to submit a response to the Board prior to the Board's action on the matter, all in accordance with Society's Policies and Procedure.
Article VII Board of Directors
Section 1. Authority and Responsibility. The Society shall be governed by its Board of Directors/Offices in accordance with these Bylaws. 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)
Section 2. Qualifications and Composition: Directors must be Certified Professional Medical Services Management or Certified Provider Credentialing Specialists, must demonstrate active involvement as a member by having attended at least one TSMSS Annual Conference within the past three years and, at the time of nomination, have at least 24 months of consecutive TSMSS membership. The Board of Directors shall consist of the Officers: President, President-Elect, Immediate Past President, Treasurer, and Secretary plus five directors elected at large with geographic considerations. The Executive Director shall be an ex-officio member of the Board, without vote, the Communications Chair shall be an ex-officio member of the Board, with vote, and any board member serving a President-appointed term in accordance with TSMSS Policies and Procedures shall be an ex-officio member of the Board, without vote.
The Communications Chair shall be appointed by the President, with the approval of the Board of Directors, and will serve a two year term. The responsibilities of the Communications Chair include initiation, coordination and oversight of the Society internet site and communications with the Membership. Further responsibilities are defined in the Board of Directors Policies and Procedures.
Section 3. Term of Office: Directors shall serve for a term of two years and shall take office at the close of the annual meeting immediately following their election. No member shall serve more than two consecutive terms on the Board of Directors.
Section 4. 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 5. Meetings of the Board: The Board shall establish a schedule of regular Board meetings for the fiscal year. Special meetings of the Board may be called by a majority of the Directors/Officers or by a written request of any three (3) voting Directors/Officers.
Section 6. Vacancies and/or Removal: Vacancies on the Board of Directors shall be filled by appointment of the Board upon recommendation of the President. A director so appointed 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, including, but not limited to failure to fulfill duties.
Article VIII 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 IX 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, electronic means, 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 6.
Article X Local Chapter Affiliates
Section 1. Affiliation Applications: The Board of Directors shall have the power to encourage and approve applications for local chapter affiliation with the Society. Applications for local chapter 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 local chapter affiliations is: To provide an organized structure at the local level for members of the Society and others, enabling them to work together on problems or concerns affecting the profession.
Section 3. Scope of Affiliations: Those organizations eligible for local chapter affiliation with TSMSS are regional associations, local and/or city associations, which agree to subscribe, support and cooperate with the purposes outlined in these Bylaws.
Section 4. Minimum Requirements: As a condition of continuing local chapter affiliation with TSMSS, organizations applying and receiving recognition as an affiliated society agree to:
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 XI Policies and Procedures
Policies and procedures and other documents, as may be necessary to implement more specifically the general principles of conduct found in these Bylaws, shall be adopted in accordance with this Article. Policies and Procedures shall set standards of practice that are to be required for the State Association. Policies and Procedures may be adopted, amended, repealed or added by vote of the Board of Directors at any regular or special meeting, or by conference call, provided that copies of the proposed amendments, additions or repeals are provided to the Board prior to being voted upon. Adoption of and changes to the Policies and Procedures shall become effective only when approved by the Board. The Policies and Procedures shall be reviewed periodically by the Board, in accordance with the Bylaws policy.
Article XII 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 XIII 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 XIV 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 XV 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 a mail or electronic 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.
The Board of Directors shall adopt such amendments to the Bylaws that are, in the Board's judgment, technical or legal modifications or clarifications or renumbering, or amendments made necessary because of punctuation, spelling or other errors of grammar or expression. Such amendments are effective immediately.
Approved April 4, 2011
Approved October 31, 2009
Approved April 2008
Approved April 29, 2005
Approved December 10, 2003
Approved July 28, 2000
Approved March 5, 1997
Approved: October, 31, 1995 (replace previously existing Bylaws of the Texas Society for Medical Services Specialists)