1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 MINNESOTA ASSOCIATION OF MEDICAL STAFF SERVICES BYLAWS 1
29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 MINNESOTA ASSOCIATION OF MEDICAL STAFF SERVICES BYLAWS ADOPTION These bylaws are adopted and made effective upon recommendation by the Minnesota Association Medical Staff Services (MAMSS) Board of Directors and approval by the Active membership, superseding and replacing any and all previous bylaws. All activities and actions of MAMSS and its individual members shall comply with the requirements of these bylaws. These bylaws provide a framework for the professional activities of this association. Policies and procedures are adopted and made effective by approval of the MAMSS Board of Directors, and are placed into effect insofar as they are consistent with these bylaws. DEFINITIONS MAMSS: Minnesota Association Medical Staff Services NAMSS: National Association Medical Staff Services Board of Directors or Board: The elected (President, Vice President, Immediate Past President, Secretary, Treasurer) and appointed (Northern, Central, Metro, Southern Regional Representatives, Communication Coordinator, and Membership Coordinator) representatives have the overall responsibility ARTICLE I - NAME The name of the organization shall be Minnesota Association of Medical Staff Services (hereinafter called MAMSS), and are governed by the Bylaws of the National Association Medical Staff Services (hereinafter called NAMSS). ARTICLE II OBJECTIVE The objective of MAMSS shall be to provide the opportunity for continuing education, to promote the improvement of professional knowledge and skills by uniting persons who are engaged in medical staff/credentialing activities, to foster collaborative relationships, and to support the missions of MAMSS and NAMSS. MAMSS shall also strive to increase membership, involve current members and provide consistent communication to its members. ARTICLE III MISSION MAMSS's mission is to serve its members by providing continuing education and networking, working to improve professional knowledge and skills and supporting the profession and its national organization, NAMSS, in its efforts to promote professionalism and recognition for the Medical Staff Service Profession as a key member of the health care team. ARTICLE IV - HEADQUARTERS 2
78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 The headquarters of MAMSS shall be located in the county where the President resides in the State of Minnesota. Permanent mailing address is: Office of the President of MAMSS. ARTICLE V - STRUCTURE MAMSS shall be nonprofit, nonunion, nonpartisan and nonsectarian, and shall have the right to establish and control its activities through its elected and appointed officers. The Association shall be composed of regions throughout the State of Minnesota. These regions shall operate in conformity with the Association Bylaws and shall be governed by the Bylaws of NAMSS. ARTICLE VI -MEMBERSHIP Membership in MAMSS shall be categorized as Active and Honorary. 1. Active membership shall consist of those individuals with responsibilities in medical and/or health care provider activities. Active members shall be encouraged to join NAMSS. Active members shall pay dues unless otherwise exempted elsewhere in these bylaws, and be eligible to vote and to hold office in compliance with the MAMSS Bylaws. 2. Honorary membership may be awarded at the discretion of the Board of Directors of MAMSS to those individuals who have contributed to the advancement of the goals and objectives of MAMSS. Honorary members shall not pay dues and are not eligible to vote or to hold office. Termination of Membership 1. The voting members of the Board of Directors may, by affirmative vote, (the President will be the tie breaking vote), expel a member for conduct injurious to MAMSS or its purposes. Any member who has been recommended for such action shall be entitled to thirty (30) days written 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 procedures adopted by the Board. Reinstatement 1. Upon written request of a former member whose membership was terminated pursuant to Article VI, Termination of Membership, Section 1, the voting members of the Board of Directors may, (the President will be the tie breaking vote), reinstate such former member to membership upon such terms as the Board of Directors deem appropriate. ARTICLE VII - DUES AND FEES Initial and Renewal dues for Active membership shall be set by the Board of Directors (not to exceed NAMSS dues). 1. The membership year runs from July 1 through June 30 of each calendar year. 2. Renewal dues shall be due and payable by September 1st for the ensuing fiscal year. 3. Failure to pay renewal dues by September 1 st may result in termination of membership. 3
128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 4. An individual who joins MAMSS for the first time between January 1 st and June 30th shall have their dues requirements satisfied for the next fiscal year. 5. MAMSS membership belongs to the individual. However, if the membership dues have been paid by the sponsoring organization, the membership may be transferred upon notification to the Treasurer/Membership Coordinator or designee within 30 days. 6. All officers of MAMSS are encouraged to maintain membership in the National Association of Medical Staff Services. 7. In recognition of their service to this organization, Past Presidents shall be exempt from payment of annual dues. 8. If MAMSS is disbanded, any and all assets of the Association will be forfeited to the NAMSS treasury. ARTICLE VIII REGIONS MAMSS shall encourage the formation of regions throughout the State, the purpose of which shall be to provide a forum for educational activities at a regional level. 1. Regions shall be governed by the MAMSS Bylaws. 2. Each member of a region shall be an Active member of MAMSS in good standing. 3. The Northern, Central, Metro and Southern regional boundaries shall be defined in the Association s policies and procedures. ARTICLE IX OFFICERS The elected officers of MAMSS shall consist of the President, the Vice President, the Immediate Past President, the Secretary, and the Treasurer, who shall serve as the Board of Directors. In addition, the following individuals will be appointed by the President, by affirmation vote of Majority, and will serve as voting members of the Board of Directors: Communications Coordinator, the Metro, Northern, Central, and Southern regional representatives and Membership Coordinator. Qualifications - A candidate for office must meet the following eligibility criteria: a. Candidates for all board officer positions must be an active member in good standing of MAMSS and are encouraged to maintain membership in the National Association of Medical Staff Services. b. Candidates for the positions of President and Vice President are encouraged to be Certified Professional Medical Services Management (CPMSM) and/or Certified Provider Credentialing Specialists (CPCS), and meet the qualifications as listed in the Bylaws. c. The Vice President shall have had at least one (1) year experience as either a MAMSS Board member or an active participating member of the MAMSS Conference Committee. 4
178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 d. Candidates may run for one office only. e. Nominees must submit to the Immediate Past President and/or President as Co-Chairs, a MAMSS Nomination Form which includes the name of the immediate supervisor, the position description and support statement from the nominee s supervisor. 2. Term of Office - The President shall serve for two (2) year term only, with the Vice President automatically succeeding to the office of the President. No officer may hold more than one State office at a time. No officer may serve more than two consecutive terms in the same office, unless specified in Article X-Duties of Officers. The term of office for appointed positions is defined in Article X of these bylaws. 3. Election of Officers Election of Officers shall be held in the month of April of each odd year and shall take place by mail or electronic ballot a. Nominations for officers shall be made by the Nominating Committee. b. The Nominating Committee s proposed Slate of Officers shall be forwarded to the Active membership at least thirty (30) days prior to the ballots. 1. Write-in nominations may be made in accordance with MAMSS policy 2. All candidates nominated must consent to nomination c. If a candidate is presented unopposed, the slate is approved and the candidate will be considered elected by the membership. d. If a candidate is presented opposed, ballots will be forwarded to the Active membership thirty (30) days following the distribution of the Slate, with votes to be returned within fifteen (15) days. Election shall be by simple majority of the returned votes. e. Terms of office shall be two (2) years and shall commence on the first day of July following election 4. Installation of officers shall be held as the last item of business at the last board meeting of the fiscal year. 5. Vacancies - Except for Vice President, vacancies may be filled by appointment of the Board of Directors upon recommendation of the President for the remainder of the unexpired term. The Vice President shall fill the vacancy of the President; vacancy of the office of Vice President shall be filled by mail or electronic ballot of the Active membership. A vacancy in the position of Immediate Past President will not be filled. In such event, the President, or designee, shall fulfill the responsibilities of Immediate Past President. 6. Non-fulfillment of Duties - If any Board member, as determined by majority vote of the Board of Directors, fails to satisfactorily perform the duties of the office, the Board, by a two-thirds vote, shall have the authority to request a resignation. Failures to submit a resignation will result in a presentation of the facts to the MAMSS membership with a written request for a ballot vote. Removal from office requires a simple majority of the ballots returned. 7. Removal of Officers - Removal of a MAMSS officer may be initiated by petition of an Active member in writing to the Board of Directors. Following the Board of Director s review, if the adverse recommendation is deemed to be warranted, the officer in question shall be notified in writing which will be sent via certified, return-receipt mail at least ten (10) days prior to the 5
228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 276 277 vote of the Active membership. The officer in question shall be afforded the opportunity to respond to the Board of Directors prior to the vote. A written ballot shall be submitted to the Active membership and the adverse recommendation must be approved by the voting majority of active members. 8. Removal of Appointed Positions Removal of appointed positions may be initiated at the discretion of the President with approval by the Board of Directors. ARTICLE X - DUTIES OF OFFICERS AND APPOINTED POSITIONS All Officers are required to perform the duties and responsibilities as outlined in the policies and procedures. 1. President - The President shall be the Chief Executive Officer of MAMSS, shall preside at all meetings, and shall serve as chair of the Board of Directors. It shall be the President's duty to supervise the activities of MAMSS, to present a report at the Annual Meeting, to appoint the chair and members of committees, upon approval of the Board of Directors, and to perform such other duties as authorized by the Board. The President shall also be the spokesperson for MAMSS in its external, professional and public relations. 2. Vice President - The Vice President shall act for the President in his/her absence and at the direction of the President. The Vice President shall serve as Chair of the Conference Committee. 3. Immediate Past President - The Immediate Past President shall act as consultant to the President and Board of Directors, and shall serve as Co-Chair of the Nominating Committee, and Co-Chair of the Bylaws Committee. 4. Secretary - The Secretary shall keep accurate minutes of all meetings of MAMSS and shall be custodian of all MAMSS records. The Secretary shall perform such other duties as described in the Policy and Procedures, as adopted by the Board of Directors. 5. Treasurer - The Treasurer shall be the Chief Financial Officer of MAMSS, shall assume full responsibility for its financial transactions, and shall perform such other duties as authorized by the Board and/or delineated in MAMSS policies and procedures. The Treasurer shall prepare a year to date expense report to be presented to the membership at each MAMSS annual business meeting. The Treasurer may be bonded, if the Board of Directors deems that action appropriate. The Board shall have the authority to determine investment of Association funds in CDs, money market accounts or other similar secured investments. All financial statements are reviewed regularly during Board of Directors meetings. 6. Communications Coordinator The Communications Coordinator shall be responsible for coordinating all communication to the membership, publishing news related to, or of interest to the membership. The Communications Coordinator shall also be responsible for the MAMSS website. Appointed by the Board for a two year term starting on July 1 on even years with the option of reappointment for unlimited terms. A one year notice of resignation is preferred to allow adequate training of the newly appointed Communications Coordinator. 7. Regional Representatives The Regional Representatives shall have responsibility for strengthening MAMSS throughout the development of effective links with its regions. Appointed by the Board of Directors for a two year term starting on July 1 on even years with 6
278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 312 313 314 315 316 317 318 319 320 321 322 323 324 325 the option of reappointment for unlimited terms. A 60 day notice of resignation is preferred to allow adequate training of the newly appointed Regional Representative. 8. Membership Coordinator - The Membership Coordinator shall promote the growth of MAMSS, process membership applications and reapplications, prepares a semi-annual membership roster and responds to inquiries concerning MAMSS. Appointed by the Board for a two year term starting on July 1 on even years with the option of reappointment for unlimited terms. A 6 month notice of resignation is preferred to allow adequate training of the newly appointed Membership Coordinator. 9. Board of Directors The Board shall have the authority to make policy decisions for MAMSS and may act on any matters for MAMSS, with the exception of amending these Bylaws. The actions of the Board of Directors shall be final except on appeal by MAMSS membership. A quorum shall be a majority of the Board of Directors. ARTICLE XI - BUSINESS MEETINGS Meetings of MAMSS shall be held as follows: Annual meeting - The annual meeting shall be held at a date and time established by the Board of Directors The Board shall establish a schedule of regular Board meetings for the fiscal year. The first fifteen minutes of the Board meeting will be open to MAMSS members to voice any concerns or suggestions, thereafter, will be closed to Board members only. Special meetings may be called by the President, Board of Directors, or on the request of at least four (4) members of MAMSS subject to the approval of the Board. The purpose of the special meeting shall be stated in the meeting notice. No business may be discussed at a special meeting other than what was stated in the meeting notice. ARTICLE XII - QUORUM A quorum at the MAMSS Annual meeting shall be a majority of the Active members present, in good standing. ARTICLE XIII - COMMITTEES The Board of Directors shall authorize the committees of the Association. Committees shall be standing and special. The President shall appoint the chair and members of all committees upon approval of the Board of Directors. The President shall be an ex-officio member of all committees, except the Nominating, Bylaws, and Scholarship Committees. 1. The Nominating Committee shall be composed of the Immediate Past President and President as Co-Chairs and two members elected by the Active membership by nominations from the floor at the Annual Meeting. The committee shall present to the Board of Directors a slate of nominees who shall be voted upon by written or email ballot. 7
326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 2. The Conference Committee shall be composed of the Vice President, who shall serve as chair, Regional Representatives are expected to either serve on the committee or delegate this responsibility to a representative from their region, and at least four active members appointed and approved by the Board of Directors. The purpose for the Committee is to make arrangements for the Annual Conference. The appointed positions shall serve a one (1) two (2) year term starting July 1 on odd years. The appointed positions may serve on the Conference Committee again after two years of their last appointed position. 3. The Bylaws Committee The Bylaws Committee shall be composed of the elected and appointed MAMSS Board and chaired by the President and the Immediate Past President as co-chair. The duties shall be to review the MAMSS Bylaws and Policies and Procedures. 4. Scholarship Committee - The Scholarship Committee shall be composed of the President, who shall serve as chair and two scholarship recipients from the previous year appointed by the Board. The duties shall be to distribute applications for scholarship award, evaluate returned applications and make a recommendation to the Board of Directors in accordance with the Policy and Procedure on Scholarship. 5. Special Committees - Special committees may be appointed by the President for special projects, as needed. ARTICLE XIV CONFLICT OF INTEREST In any instance where an officer or Board member could be perceived to have a conflict of interest or bias in a matter involving an issue that comes before the meeting, said individual shall not participate in the discussion or vote on the matter. The existence of a potential conflict of interest or bias may be called to the attention of the chair by any Board member with knowledge of the matter. ARTICLE XV FISCAL YEAR The fiscal year of MAMSS shall be, July 1 June 30. ARTICLE XVI LOGO The official MAMSS logo shall bear the words Minnesota Association Medical Staff Services and shall appear on all MAMSS documents (newsletters, stationary, web page, etc.) and shall be approved by the Board of Directors. ARTICLE XVII AMENDMENTS These Bylaws may be amended by a majority vote of the Active membership at any regularly scheduled MAMSS business meeting, or by a majority vote of ballots returned by mail or through electronic communication within the time specified by the Bylaws Committee. Proposed changes in the Bylaws shall be submitted, reviewed and voted upon in the manner described in the MAMSS Policies and Procedures. These Bylaws may not be unilaterally amended by either the MAMSS membership or the Board of Directors. The Board of Directors shall have the power to adopt such amendments that are in the Board s judgment, technical or legal modifications or clarifications, number, punctuation, spelling or grammatical errors. Such amendments shall be effective immediately. 8
375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 ARTICLE XVIII PARLIAMENTARY AUTHORITY Parliamentary authority shall be according to Robert s Rules of Order Newly Revised Edition. ARTICLE XIX POLICIES AND PROCEDURES The policies and procedures and other documents, as may be necessary to implement more specifically the general principles of conduct found in the bylaws, shall be adopted in accordance with this article. Policies and procedures shall set standards of practice that are required for MAMSS members and officers. Policies and procedures may be adopted, amended, repealed or added by vote of the Board of Directors at any meeting of the Board 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 any changes to the policies and procedures shall become effective when approved by the Board. APPROVALS Adopted by the Minnesota Association Medical Staff Services: President Date Minnesota Association of Medical Staff Services Approved by the National Association Medical Staff Services: Date 9