MAMSS Bylaws
ARTICLE 1
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The name of this organization shall be the Mississippi Association Medical Staff Services, (herein referred to as MAMSS) governed by these Bylaws and the Bylaws of the National Association of Medical Staff Services (NAMSS).
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ARTICLE 2
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The purpose of MAMSS shall be to provide a forum for educational activities at a local level. The mission of MAMSS is 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 activities through this State Association, and to support the mission of the National Association Medical Staff Services.
Notwithstanding any other provisions of these articles, MAMSS shall be organized exclusively for the purpose of the continuing education of persons engaged in medical staff activities, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501(c) (3) or corresponding provisions of any subsequent Federal tax law. |
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MAMSS 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. Organized local chapters shall petition the State Board of Directors for recognition. Bylaws for Chapters of State Associations shall not be in conflict with the bylaws of MAMSS or NAMSS.
No substantial part of the activities of the organization shall be carrying on propaganda, or by otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Service code Section 510 (h)) or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office. |
ARTICLE 4
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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 appointment on the basis of sex, race, creed, religion, disability or national origin. The Board of Directors shall, at its discretion, create membership categories in addition those defined herein.
4.1 Active
Active members shall consist of individuals actively involved in credentialing, privileging, practitioner or provider organizations and/or regulatory compliance in the healthcare industry. Active members may also include individuals interested in the overall goals and objectives of the State Association or NAMSS, or full time students enrolled in a health related field. Active members shall pay dues and shall be eligible to vote and hold office as defined within these Bylaws. Active members shall be encouraged to join the National Association Medical Staff Services. 4.2 Honorary
Honorary members may be awarded at the discretion of the Board of Directors to those individuals who have contributed to the advancement of the goals and objectives of the Association. Honorary members shall not be eligible to vote or hold office. Honorary members shall not be required to pay membership dues. 4.3 Termination of Membership
The Board of Directors may, by affirmative vote or two-thirds 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. 4.4 Reinstatement
Upon written request of a former member whose membership was terminated pursuant to Article 4, Section 4.3, the Board of Directors may, by affirmative vote of two-thirds voting members of the Board, reinstate such former member to membership upon such terms as the Directors deem appropriate. |
ARTICLE 5
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Meetings of the membership shall be held at least annually at the annual conference, 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. These meetings shall not be in conflict with the NAMSS Annual Conference. Special meetings may be called by the President, the Board of Directors or on the request of at least four (4) members of the Association. The purpose of the meeting will be stated in the call.
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ARTICLE 6
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Annual dues for membership shall be 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 dues. An individual who joins on or after January 1 shall pay the annual dues set for the current year, which shall satisfy dues requirements for the ensuing year. Failure to pay dues by July 31 shall result in termination of membership.
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ARTICLE 7
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7.1 Definitions
The Officers shall include the President, Vice President, Immediate Past President, Secretary and Treasurer. The duties of each Officer are outlined in the Policies and Procedures of the State Association. 7.2 Eligibility
Any Active member, in good standing is eligible to serve as an Officer in the State Association. It is recommended that Officers be an Active member of the National Association Medical Staff Services, and be CPMSM and/or CPCS certified. 7.3 Election
All officers, except for the Immediate Past President shall be elected biennially by the voting membership. The President shall automatically succeed to the office of Immediate Past President upon the election of a new President. Any Active member of the State Association who is interested in serving as an officer may, in writing, notify the Immediate Past President of their interest so that they may be considered for candidacy. Elections shall be by simple majority of the electronic or written ballots returned 7.4 Vacancies in Office
Vacancies in office may be filled by the Board of Directors for the remainder of the unexpired term, with the exception of the office of president which shall be filled by electronic or written ballot of Active membership. 7.5 Removal of Officers
Removal of a MAMSS officer may be initiated by petition of an Active member in writing to the Board of Directors. An adverse recommendation must be approved by a two-thirds vote of all Active members by electronic or written ballot. |
ARTICLE 8
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8.1 General Powers and Duties
The State Association shall be governed by its Board of Directors in accordance with these bylaws. The duties of the Board of Directors are outlined in the Policies and Procedures of the State Association. 8.2 Composition
The officers shall serve as members of the Board of Directors with vote. Two at-large members elected through the same process as is noted in Article 7 shall also serve as members of the Board of Directors with vote. The Board of Directors may appoint advisers to serve in an ex-officio capacity without vote. A majority of the Board of Directors must be elected by the state membership. 8.3 Term of Office
No member of the Board of Directors shall hold more than one officer position at a time. Each term of office shall be for two years and shall begin January 1st of the year following elections. . All elected officers/at-large members may be re-elected for a second consecutive term. Elected officers/at-large board members shall be notified by the Immediate Past President. The Board retains the right to waive term limit requirements with an affirmative vote of two-thirds voting members of the Board whenever, in the Board’s judgment, the best interests of MAMSS will be served by such waiver. 8.4 Removal
Any member of the Board of Directors/Officer may be removed by an affirmative vote of two-thirds voting members of the Board whenever in the Board’s judgment the best interests of MAMSS will be served by such removal. Any member of the Board of Directors/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 procedures adopted by the Board. 8.5 Vacancies
Vacancies on the Board of Directors (except that of the President) shall be filled by appointment of the Board upon recommendation of the President. 8.6 Meetings
The Board shall establish a schedule of Board meetings for the fiscal year. Special meetings of the Board may be called by the President or by a majority of the Board of Directors. 8.7 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 such a meeting, or any instances where any such individual brought the complaint or issue forth the Conflict of Interest Policy shall be followed. |
ARTICLE 9
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A quorum at any State Association meeting shall be the Active members present, in good standing.
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ARTICLE 10
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The Board of Directors shall authorize the committees of MAMSS. Committees shall be at the discretion of the Board of Directors. Any member of MAMSS, in good standing may serve on Committees. The Board of Directors must vet and ratify committee membership, including appointment of the Committee chair (unless otherwise stated in these Bylaws). Each committee shall report at Board of Directors and Business meetings as appropriate. The President may attend all committees (on which he/she does not serve as a voting member) as an ex officio member (without vote). Committees formed by the Board of Directors may include, but not be limited to:
10.1 Conference Planning Committee
The Conference Planning Committee shall promote the educational goals and objectives of the Association and the enhancement of the advancement of its membership. The duties shall be as outlined in the Conference Planning Guidelines Policy. 10.2 Bylaws Committee
The Secretary of the Association shall Chair the Bylaws Committee. The membership shall consist of the Immediate Past President and at least two active members, (preferably Past Presidents). The duties shall be to review the bylaws at least annually, for conformity with the National Association’s Bylaws, and to submit recommendations for revisions. The Board of Directors shall submit the proposed amendments to the general membership at the next business meeting or by electronic transmission. Any member of MAMSS may propose amendments to the Bylaws Committee Chair. 10.3 Audit Committee
The audit committee shall be composed of at least three (3) Active members appointed by the Board of Directors. The Treasurer shall be appointed as an ex-officio member without vote. 10.4 Ad Hoc Committees
Ad Hoc committees may be appointed by the president for special projects, as needed. |
ARTICLE 11
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The fiscal year of the Mississippi Association shall be April 1 through March 31, of each year.
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ARTICLE 12
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All proposed amendments of these bylaws shall be referred to the Board of Directors. The Board of Directors shall report on them either favorably or unfavorably at the next meeting, or a special meeting called for such purpose or by electronic vote. They shall be voted upon at that meeting or by electronic or mail ballot. A request for changes shall be disseminated to the voting members for vote at least 15 days prior to said vote. The bylaws may be amended by two-thirds vote of the ballots returned within the time specified by the Board of Directors. These Bylaws may not be unilaterally amended by either the members or by the Board of Directors. The Bylaws will be reviewed and approved in accordance with the NAMSS Bylaws Committee policy. In matters of legal or regulatory requirements, the Board of Directors may make minor changes to these bylaws without a vote of the full membership. Such changes shall be communicated to the membership at the next annual meeting or electronically.
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ARTICLE 13
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Parliamentary authority shall be according to the most current edition of Robert’s Rules of Order.
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ARTICLE 14
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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 the 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 or electronic vote, provided that copies of the proposed amendments, additions or repeals are provided to the Board prior to being voted upon. Adoption of and changed 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. |
ARTICLE 17
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Upon dissolution of MAMSS, the assets shall be distributed as follows:
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