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MICHIGAN ASSOCIATION MEDICAL STAFF SERVICES
ARTICLE I. NAME
The name of the organization shall be the Michigan Association Medical Staff Services (MAMSS) and shall be governed by the Bylaws of the State and National Association Medical Staff Services (NAMSS).
ARTICLE II. MISSION
The mission of the Michigan Association Medical Staff Services is to provide continuing education and networking opportunities, and to advocate the expertise of the Medical Services Professional.
ARTICLE III. PURPOSE
The purpose of the Association shall be to provide educational opportunities and resources to its membership and to provide a forum wherein members can keep current with changes in healthcare and standards recommended by accrediting bodies. The Association shall promote professional relationships within the organization and with external organizations, and provide opportunities to meet with other like professionals for networking purposes. Additionally, the National Association will be promoted amongst members, and a channel of communication between the National Association and the State organization will be maintained.
ARTICLE IV. STRUCTURE
Section 1. The Association shall be non-profit, non-union, non-partisan and non-sectarian and shall have the right to establish and control its activities through its elected officers.
Section 2. The Association shall be composed of chapters throughout the State of Michigan. These chapters shall operate, in conformity with the Bylaws of the Michigan Association Medical Staff Services.
Section 3. The fiscal year for the Association shall be from January 1st through December 31st.
Section 4. Bylaws of this State organization may not be in conflict with the Bylaws of the National Association of Medical Staff Services.
Section 5. There will be an annual state business meeting held at the annual conference.
ARTICLE V. MEMBERSHIP
Members are to adhere to the NAMSS code of ethics and refrain from conduct injurious to the Association or its purpose. No individual shall be denied membership on the basis of gender, race, creed, religion, disability or national origin. Membership in this Association shall be categorized as Active, Associate, or Honorary. The Board shall, at its discretion, create additional membership categories.
Section 1. Active: Active membership shall consist of individuals actively involved in administrative functions of a medical staff, credentialing, privileging, practitioner or provider organizations and/or regulatory compliance in the healthcare industry in the State of Michigan. Active members shall pay dues and be eligible to vote and hold office.
Section 2. Associate: Associate membership shall be available to those interested in the overall aims and objectives of this Association. Associate members shall be required to pay dues but are not eligible to vote or hold office.
Section 3. Honorary: Honorary membership may be awarded at the discretion of the Board of Directors to those individuals who have contributed to the advancement of the goals of this Association. Honorary members are not eligible to vote or hold office, and shall not be required to pay dues.
Section 4. This Association shall not limit the size of its active membership.
Section 5. Termination of Membership: The Board of Directors may, by affirmative vote of voting members of the Board, expel a member for conduct injurious to the State Association or its purposes. Any member who has been recommended for such action 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 procedures adopted by the Board.
Section 6. Reinstatement: Upon written request of a former member whose membership was terminated pursuant to Article 5, Section 5, the Board of Directors may, by affirmative action vote of voting members of the Board, reinstate such former member to membership upon such terms as the Board deems appropriate.
Section 7. Transfer of Membership: Membership in the State Association is not transferable or assignable.
ARTICLE VI. MEMBERSHIP MEETINGS
Meetings of the membership shall be held at least annually at such time, date and place as determined by the Board of Directors. Notice of the meeting shall be provided to the membership not less than thirty (30) days prior to the meeting. The Members present shall constitute a quorum.
ARTICLE VII. DUES
Section 1. Dues for a one-year period shall be in the amount approved annually by the Board and shall not exceed the National Association of Medical Staff Services dues. Dues shall be collected as specified in the MAMSS Policies and Procedures. Dues shall not be refundable.
Section 2. To support education at a local level, a portion of the state dues will automatically be reimbursed as determined and outlined in the MAMSS Policies and Procedures, to each active state chapter.
Section 3. Any State chapter that is not active at the time of distribution will not receive dues and that money will be retained in the State's treasury.
Section 4. If a previously inactive chapter becomes active again, they may petition the
Board for support via dues. Upon determination that the chapters is active
(as outlined in Bylaws, Article VIII), and with Board approval, the dues will be disbursed.
Section 5. If this Association is disbanded, any and all assets of the State organization shall be distributed as follows:
A. All liabilities and obligations of the organization will be paid, satisfied and discharged.
B. All remaining funds will be used to promote the medical staff services professional organizations, either by donation to a National Association Medical Staff Services strategy such as education, or educational efforts of State Chapters, but may not benefit any individual members.
Section 6. If a state chapter is disbanded, any and all assets of that chapter shall be distributed as follows:
A. All liabilities and obligations of the chapter will be paid, satisfied and discharged.
B. All remaining funds will be returned to the State Association to support its Mission.
Section 7. All members of the State Association shall be encouraged to apply for membership in the National Association Medical Staff Services.
ARTICLE VIII. OFFICERS
The officers shall consist of President, President-Elect, Immediate Past President, Secretary, Treasurer, and shall serve as the Executive Board.
Section 1. Qualifications:
A. A candidate for office in the Michigan Association Medical Staff Services must be an active member of MAMSS. Any name submitted for State office must have the consent of the candidate.
B. A candidate for office must be an Active member in good standing of Michigan Association Medical Staff Services and meet the qualifications as outlined in the Election of Officers policy. It is recommended officers be Active members of the National Association Medical Staff Services. The Board will consider payment of dues to the National Association for the President or President-Elect in the event they are unable to do so.
C. No Board member shall hold more than one office at a time.
Section 2. Election of Officers:
A. The election of officers shall be conducted biennially by written ballot in accordance with MAMSS Policies and Procedures. The term of office will extend from May 1st of any even numbered year, through April 30th of the next even numbered year.
B. The President-Elect shall automatically succeed the office of President, if he/she has faithfully fulfilled the duties of President-Elect.
C. Installation of officers shall be made at the annual State conference of the Michigan Association Medical Staff Services.
Section 3. Removal of Officers: Any officer may be removed by an affirmative vote of voting members of the Board whenever, in the Board’s judgment, the best interests of the State Association 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 the action and will be provided 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.
Section 4. Vacancies: Vacancy of the office of President shall be filled by the President-Elect. Vacancies, except President-Elect, shall be appointed by the Board of Directors of the State Association to complete the term of office. Vacancy of the President-Elect shall be filled by a special election. The Nominating Committee shall convene no later than fourteen (14) days following notification of a vacancy. When possible, at least two candidates shall be nominated and indicate acceptance in writing. Ballots shall be mailed to members no later than 60 days following notification of a vacancy.
Section 5. Terms of Office: The term of office for the Immediate Past President, President, President-Elect and Secretary and Treasurer shall be two years. The Secretary/Treasurer may be re-elected to a second consecutive two-year term.
ARTICLE IX. DUTIES OF OFFICERS
Section 1. President: The Present shall be the Chief Executive Officer of the organization. The President shall preside at all meetings and shall serve as Chair of the Board of Directors of the organization. It shall be the President's duty to supervise the activities of the organization; to present a report at the Annual Meeting; to appoint the chairs of standing and special committees as authorized by the Board of Directors; and to perform such other duties as authorized by the Board of Directors.
Section 2. President-Elect: The President-Elect shall, in the absence of, or because of incapacity of the President, perform the duties and assume the responsibilities of the President. The President-Elect shall oversee all the educational activities of the State organization, including the annual conference.
Section 3. Secretary: The Secretary shall record the proceedings and prepare the minutes of the Association, which shall be available to all members for inspection. The Secretary shall perform such other duties as may be necessary to coordinate and advance the Association objectives.
Section 4. Treasurer: The Treasurer shall be custodian of the funds of the Association. The Treasurer shall keep a record of the annual disbursement of dues, render an annual budget and financial statement, and perform such other duties as may be necessary to coordinate and advance the Association's objectives.
Section 5. Immediate Past-President: The duties of the Immediate Past President shall be to act as consultant to the President and the Board of Directors, serve as Chair of the Nominating Committee.
Section 6. Executive Board: Comprised of the President, President-Elect, Immediate Past President, Secretary and Treasurer, the Executive Board may act on time-sensitive or urgent matters between regular meetings of the full Board. Such actions will be ratified at the next regularly scheduled meeting of the Board of Directors.
ARTICLE X. BOARD OF DIRECTORS
The Board of Directors shall consist of the President, President-Elect, Secretary, Treasurer, the Immediate Past President and Chapter Presidents/Members-at-large, all of whom shall have voting privileges. A Chapter President’s term on the Board of Directors will coincide with their term of office as Chapter President. Standing Appointments to the Board will include a Chairperson for Communications, Bylaws, Conference Planning and Membership. Each will be a voting member of the Board. These appointments are made by the President, and their term shall coincide with the current President’s term.
Responsibilities of the Board of Directors
A. May act on any business presented at meetings except amend Bylaws.
B. Shall act on financial business of the State Association and direct payment of bills properly presented for approval.
C. Shall meet at least quarterly.
D. May transact business in any manner needed, i.e., regular or special meeting, mail, telephone, e-mail, etc.
E. Actions shall be final except on appeal by the membership.
F. Shall have the power to set State membership dues at an amount not to exceed National dues.
G. Duties of officers may be delegated to another Board member in the event of an officer’s absence.
H. Members of the Board of Directors shall not receive any stated salary for their services, but by resolution of the Board of Directors, a fixed fee and expense of attendance may be allowed each member for attending specific meetings. Nothing herein contained shall be construed to preclude any member of the Board of Directors from providing a service to the Association in any other capacity and receiving compensation therefore.
I. A quorum shall consist of a simple majority of the Board’s voting members.
Conflict of Interest
In any instance where an officer or member of the Board has, or reasonably could be perceived to have, a conflict of interest or bias in any matter involving an issue that comes before the Board, or any instance where any such individual brought the complaint or issue forth, such individual shall not participate in the discussion or voting on the matter. However, that individual may be asked, and may answer, any questions concerning the matter. The burden shall be on each member of the Board to self-report a conflict of interest or bias, or 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 XI. MEMBERS-AT-LARGE
When a local chapter exists, the president of the local chapter shall be a member of the Board of Directors. Where no local chapter exists, and whenever possible, a member-at-large from each region within the State of Michigan (defined by the Board) shall be appointed by the Board. Members-at-large shall be appointed in odd numbered years and shall serve for a period of two years.
ARTICLE XII. CHAPTERS
The Michigan Association shall be divided into chapters throughout the State.
Section 1. Application for the organization of a chapter shall be submitted to the Board of Directors of the Michigan Association Medical Staff Services for approval. Section 2. Chapters shall be composed of at least six members. A local chapter may not limit the size of its active membership.
Section 3. The purpose of a chapter shall be to provide a forum for educational and networking activities at local level.
Section 4. Chapters may write their own Bylaws, but they shall also be governed by the Bylaws of the Michigan Association Medical Staff Services and the National Association Medical Staff Services. Chapter Bylaws shall not be in conflict with the State and National Bylaws.
Section 5. Chapters shall elect a minimum of three officers, namely, President, President-Elect and Secretary-Treasurer. No active member shall hold more than one office at a time within the chapter, nor concurrently hold office in more than one chapter.
Section 6. Once they have been approved by their membership, local chapters shall provide the minutes to the State chapter for recordkeeping.
Section 7. Each chapter President will attend each general and special meeting of the Association Board as a voting member of the Michigan Association Medical Staff Services Board of Directors.
Section 8. In the event a chapter president is unable to attend a Board of Directors meeting, the chapter President-Elect may attend, with proxy vote.
Section 9. At the discretion of the chapter president, requests for direction on specific issues or problems may be addressed to the Board of Directors of the Michigan Association Medical Staff Services.
ARTICLE XIII. STANDING APPOINTMENTS and/or COMMITTEES
Section 1. Communication: The President shall appoint a Communications Chair to take primary responsibility for the MAMSS website, and oversee communication to the membership.
Section 2. Finance: The President may appoint a committee to assist in this function to serve for the length of the Treasurer's term of office, or the Executive Board will act as the Finance Committee.
Section 3. Membership: The President shall appoint a Membership Chair to promote the growth of the organization. The Membership Chair shall process applications, prepare a membership roster and respond to inquiries about the Association.
Section 4. Bylaws: The President shall appoint a Bylaws Committee that shall review the Bylaws biennially, and make recommendations for revision to the Board of Directors. If approved, proposed amendments shall be voted upon by the active membership by mail ballot. Any Active member may propose amendments to the Bylaws Chair.
Section 5. Nominating: The Nominating Committee shall be composed of the Immediate Past President, who shall serve as Chair, two members-at-large elected at the annual business meeting by the membership present by nominations from the floor, and one Chapter President who shall serve by rotation throughout the Chapters. The slate of nominees shall be presented no later than February and voted upon in March by written ballot.
Section 6. Conference Planning: The President may appoint a Conference Planning Chair to take primary responsibility, with the President-Elect, for the arrangements for the annual MAMSS Conference.
ARTICLE XIV. SPECIAL APPOINTMENTS Temporary or time-limited appointments may be made by the President for special projects, as needed, or to provide specific expertise to the Board of Directors (as described below), and will serve without vote. The length of special or advisory appointments shall not exceed the term of the President who made the appointment.
Section 1. Health Plan Representative: The primary responsibility of the Health Plan Representative is to serve as a liaison between the MAMSS Board of Directors and Medical Staff Professionals employed by health plans and to update the MAMSS Board regarding accreditation, regulatory standards and new developments in health plan credentialing.
ARTICLE XV. AMENDMENTS
These bylaws may be amended by a mail or faxed ballot. The Board of Directors will send the amendment(s) and a ballot to voting members within thirty (30) days after acceptance of the proposed amendments. Amendments shall be adopted by a simple majority of the mail ballots returned.
ARTICLE XVI. PARLIAMENTARY AUTHORITY
Parliamentary authority shall be Robert's Rules of Order, Newly Revised Edition.
ARTICLE XVII. STANDING POLICIES AND PROCEDURES
Standing policies and procedures are in a separate document that is reviewed and amended by the Board biennially.
BYLAWS OF THE MICHIGAN ASSOCIATION MEDICAL STAFF SERVICES ADOPTED BY THE MICHIGAN ASSOCIATION MEDICAL STAFF SERVICES
On August 16, 1999. Revised March 31, 2005 Revised January 10, 2003 Revised December 2006 APPROVED BY THE NATIONAL ASSOCIATION MEDICAL STAFF SERVICES
March 20, 2003
April 11, 2005
Submitted to NAMSS for approval: February 2007
____________________________________ ______________
Darlene Graham, CPMSM, CPCS Date
MAMSS President
____________________________________ ______________
National Association Medical Staff Services Date |
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