Bylaws

ARTICLE 1.    ORGANIZATIONAL DECLARATIONS

1.1       Gulf Coast Medical Group Management Association (hereinafter referred to as “GCMGMA”) is purely educational and a clearinghouse for information and ideas; it shall not engage in any business activity not directly related to its objectives and no pecuniary gain shall inure to the benefit of any member.  All revenues shall be used exclusively for the purpose as named herein.

1.2              Annual elections shall be decided by a simple majority of those in attendance, provided that a quorum is present.

1.3              Calendar year.  GCMGMA shall operate on a January 1^st through December 31^st year for all business purposes.

1.4              Dissolution.  The property of GCMGMA shall never inure to the benefit of, or be distributed to, any member of GCMGMA.  In the event of the dissolution of GCMGMA, any property remaining after the payment of debts and liabilities of the organization shall be transferred to a corporation, fund, or foundation organized and operating exclusively for charitable, scientific, or educational purposes whose goals and objectives are similar to those of this organization.  Selection of such organization shall be subject to the approval of a majority of the Board of Directors at date of dissolution.

1.5              Amendments to the Bylaws.  Amendments to the Bylaws of GCMGMA shall be submitted in writing to the President by any active member at any meeting.  Amendments, repeal, or new Bylaws may be adopted upon the affirmative vote of a simple majority of the active members present at the meeting.

1.6              Communications with members.  Inasmuch as GCMGMA is a voluntary organization, efficiency of communication is of critical importance.  Any communications with GCMGMA members will therefore be in an electronic medium, either via electronic mail (e-mail) and/or posted notices on the GCMGMA web page (www.GulfCoastMGMA.org).  Each member is responsible for notifying the Secretary of GCMGMA of their most current e-mail address ([email protected]), and the Secretary will confirm such change by return e-mail.

ARTICLE 2.  OFFICERS AND BOARD OF DIRECTORS

2.1              The officers of GCMGMA shall consist of a President, President-Elect, Secretary and Treasurer.  These officers and the immediate Past President shall serve as members of the Board of Directors.

2.2              In addition to the current officers and immediate Past President of GCMGMA, the Board of Directors shall have three (3) additional positions: two at-large members and one student member.

2.3              Election of officers and board members shall take place at the Annual Meeting of GCMGMA, and officers and board members shall serve until the next Annual Meeting or until duly replaced.

2.4              Contracts.  The Board of Directors, except as in the Bylaws otherwise provided, may authorize any officer(s) or agent(s) to enter into any contract or execute any contract or instrument in the name of or on behalf of GCMGMA and such authority may be general or be confined to specific instances; and unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind GCMGMA by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

ARTICLE 3.  DUTIES OF OFFICERS

3.1              The President shall be the chief executive officer and shall preside at meetings of the membership of the Association and shall serve as Chairman of the Board of Directors.  S/he shall see that all orders and resolutions of the Board are carried into effect and shall execute for and on behalf of the Association all such instruments as shall be approved by the Board.  S/he shall be an ex-officio member of all committees, and in general shall perform all duties incident to the office of the President.  S/he shall fill, by appointment, all unexpired terms of office.

3.2              The President-Elect shall, in the absence of the President or in the event of his/her inability or refusal to act, perform the duties of the President.  S/he shall serve as Program Chairman.  S/he shall be an ex-officio member of all committees.

3.3              The Secretary shall cause to be kept the minutes of the Board of Directors and is responsible for maintenance of membership rolls.  S/he shall give or cause to be given all such written notices of such meetings, and shall record all votes at these meetings.  S/he shall perform all duties as may be assigned or delegated to him or her from time to time by the President.

3.4              The Treasurer shall have charge and be responsible for all the funds and securities of the Association, shall oversee the receipt and disbursement of monies due and payable to the Association from any source whatsoever and shall oversee the depositing and/or investing of all such monies in the name of the Association, in such banks and other depositories as may be selected by the Board of Directors.

ARTICLE 4.  MEETINGS

4.1              Regular meetings.  Regular meetings will be held at least once each quarter, at dates, locations and times to be established by the Board of Directors.  These meetings will be for educational, networking and business purposes.  Notice for these meetings will be sent at least fourteen (14) days prior to the meeting to the e-mail address as provided to the Secretary of the Association, and will be posted on the Association’s web page (www.GulfCoastMGMA.org) at that same time.

4.2              Annual and Special meetings may be held at any time and shall be called by the President upon the order of the Board or at written request of five (5) active members.

4.3              Notice of all annual and special meetings of the members shall be given in writing to each member at his/her e-mail address as provided to the Secretary of the Association.  Said notices will be authored by the Secretary or President, stating the time, place, and in the case of special meetings, the objects of the meetings, and will be sent at least five (5) days prior to the date fixed for the meeting.  A copy of the notice will also be posted on the Association’s web page (www.GulfCoastMGMA.org) at least five (5) days prior to the meeting date.

4.4              Quorum.  A quorum, for the purpose of transacting any business at an Annual or special meeting shall be not less than twenty-five (25)  voting members.  A lesser number of members may adjourn from time to time until a quorum is present.  A quorum for the Board of Directors shall be fifty (50) percent of the Board members.

4.5              Rules.  Meetings shall be conducted according to Robert’s Rules of Order except where they conflict with the Articles of the Bylaws of the Association.

4.6              Voting.  Voting at annual and special meetings shall be limited to one vote per active member.

ARTICLE 5.  MEMBERSHIP

5.1              There shall be five (5) classifications of qualifying membership as follows: Active, Student, Affiliate, Honorary, and Inactive.  Definition of a Health Care Delivery Organization (HDO) as used below is “An organization involved in the overall management of physician practices.”

5.2              Active membership shall be held by the administrative head of a HDO or by one who has management responsibility in one or more single functional areas.  An active member is entitled to all organizational benefits, including the right to vote, and the right to serve as an officer of the organization.

5.3              Student membership shall be held by any full- or part-time student enrolled in an accredited health care management program at the baccalaureate or graduate level, or in a program that is active seeking accreditation.  A student member is entitled to all organizational benefits, excluding voting rights and the holding of an office, other than as a board member.

5.4              An affiliate member is one who is not involved with any management aspect of an HDO.  Affiliate members provide services or products to an HDO.  An affiliate member is entitled to all organizational benefits excluding voting rights and the holding of an office.

5.5              An honorary member (who may or may not be a former member of GCMGMA) as rendered service so outstanding to GCMGMA or to the profession of medical group management as to be worthy of this rare distinction.  Nomination for honorary membership shall be submitted in writing to the Board of Directors.  This status will be conferred by a majority of the voting membership.  There shall be no dues for honorary membership.

5.6              An inactive member is any member who is no longer active in HDO management, but who wishes to maintain contact with the organization.  An inactive member may not vote or be eligible to hold office.

5.7              All applications for membership must be submitted to the Secretary together with a check for the annual dues of the appropriate classification of membership.

5.8              Any person who shall have forfeited his membership in GCMGMA may be reinstated at the discretion of the Board of Directors.

5.9              Application for membership shall be in writing and signed by the applicant.  Membership shall be approved by the Secretary.  Notification shall be made to the applicant of the appropriate results.  Recognition of membership is immediate provided that a membership category criterion has been met.

ARTICLE 6.  MEMBERSHIP DUES

6.1              Annual dues for the various classes of membership shall be determined by the Board of Directors.  Dues are payable upon acceptance of the membership application or upon receipt with the annual dues notice each year.

6.2              Membership shall be forfeited for any of the following reasons:

6.2.1-     Failure to pay annual dues on or before the due date each year.

6.2.2-     Gross misconduct if such a finding is made by the Board of Directors by a unanimous vote.

ARTICLE 7.  COMMITTEES

7.1              Members of the Board of Directors shall appoint such committees as it deems advisable from time to time to carry on the work of the Association.  Committees shall consist of members from any classification of membership in good standing.  Their duties and powers shall be defined and must be consistent with the Bylaws of the Association.

7.2              Nominating Committee.  The President shall appoint a nominating committee consisting of at least three (3) members to present to the membership a slate of officers and directors for the ensuing year.  The committee recommendation shall be delivered to the President no later than fourteen (14) days prior to the annual meeting.  The ex-officio status of the current officers shall not apply to this committee.

ARTICLE 8.   FINANCIAL RESPONSIBILITY AND GUIDELINES

8.1              The fiscal year of this association shall begin January 1 and end of the following December 31.

8.2              The treasurer will provide and report year-to-date revenue and expenses at each Board meeting.  The President will review and approve the financial reports.

8.3              Financial statements are to be posted on the website no less than 60 days at the end of each fiscal year. 

8.4              President-Elect is approved $1500.00 in expense reimbursement for his/her attendance at the National Fall MGMA conference. Receipts must be provided.

8.5              Checks written for expenses over $1000.00 require a second signature by an authorized signer.

 
[adopted November 8, 2000]
[revised August 7, 2002]
[revised September 12, 2007]