PAMGMA By-Laws
BY LAWS
PENNSYLVANIA MEDICAL GROUP MANAGEMENT ASSOCIATION
ARTICLE I
1. The name of this organization shall be Pennsylvania Medical Group Management Association (hereinafter referred to as "PAMGMA").
2. PAMGMA is a non-profit corporation chartered under the laws of the
3. The fiscal year of PAMGMA shall begin on January 1 and shall conclude on December 31.
ARTICLE II
1. Purpose: The purpose of PAMGMA shall be as follows:
A. To advance the profession of medical group practice management,
B. To provide a forum for the exchange of ideas among medical group practice professionals,
C. To provide for the continuing education of the members of the PAMGMA,
D. To represent the interests of the members of PAMGMA to the public and to organizations affecting medical group practice management business issues,
E. To cooperate with other organizations having similar interests.
F. To engage in such other business activities as may be undertaken by a not-for-profit corporation under the
ARTICLE
1. Affiliations: PAMGMA shall be affiliated with the Medical Group Management Association (hereinafter referred to as "National MGMA") by entering into an affiliation agreement with National MGMA. PAMGMA shall also designate regional affiliate organizations as may be approved from time-to-time by the Board of Directors. Upon approval by the Board of Directors, a letter of affiliation shall be signed by the President of such regional affiliate organization and by the p President of PAMGMA. Subject to the limitations set forth by PAMGMA's Board of Directors, PAMGMA name and logo may be utilized by regional affiliate organizations in conjunction with PAMGMA activities.
ARTICLE IV
1. Membership Categories: Membership may include: administrators, office managers, physicians, and students;
A. Individual: An Individual Member is a person who works in a management position in a medical group practice or any other entity where direct management of medical practices is the major responsibility. An Individual Member is entitled to all PAMGMA membership services, including the right to vote on all matters presented to the members and to serve as an officer and/or member of the Board of Directors of PAMGMA.
B. Affiliate: An Affiliate Member is a person who provides products and/or services that enhance the Individual Member's ability to meet the health needs of his or her community. An Affiliate Member is entitled to PAMGMA membership services, as determined by the Board of Directors, is not eligible to serve as an officer but is eligible to be a voting member of the Board of Directors of PAMGMA. An Affiliate Member is entitled to serve as an at-large member of the Board of Directors.
C. Student: A Student Member is a person who is a full-time student according to the guidelines of his or her college or university. A Student Member is entitled to PAMGMA membership services, as determined by the Board of Directors, but shall not have the right to vote and is not eligible to serve as an officer and/or member of the Board of Directors of PAMGMA.
D. Faculty: A Faculty member is a person who teaches business or healthcare administration in an accredited college or university. A Faculty Member is entitled to PAMGMA membership services, as determined by the Board of Directors, but shall not have the right to vote and is not eligible to serve as an officer and/or member of the Board of Directors of PAMGMA.
E. Distinguished: Any individual who has demonstrated outstanding service and commitment to the medical group management profession may be designated by the Board of Directors of the PAMGMA as a Distinguished Member. A Distinguished Member is entitled to PAMGMA membership services, as determined by the Board of Directors, but shall not have the right to vote and is not eligible to serve as an officer but may serve as a member of the Board of Directors of PAMGMA at the invitation of the Board.
2. Application: The application for membership in PAMGMA will be in the manner and form prescribed by PAMGMA's Board of Directors.
3. Dues: Application fees and dues, if any, for all categories of membership shall be established by the Board of Directors of PAMGMA in an annual amount. These dues may be prorated depending upon the entrance date of the member.
4. National MGMA Membership: Active membership in National MGMA shall be required of the President and First Vice President of the Board of Directors of the PAMGMA. Other Board members and other members of PAMGMA are encouraged, but not required, to be members of National MGMA.
ARTICLE V
1. Meetings of the Members:
A. Annual Business Meeting: An Annual Business Meeting of the members of the PAMGMA will be held at such place on such dates and times as may be determined by the Board of Directors. Written notice of the Annual Business Meeting stating the place, date and time of the meeting shall be delivered by US Mail to the members not less then 30 days prior or more than 60 days before the date of the meeting.
B. Special Meetings: Special Meetings of the members may be called by the Board of Directors at any time, or shall be called by the President within thirty days after the receipt of a written request executed by fifty members or twenty-five percent (25%) of the Individual Members of PAMGMA as defined by the previous month roster of the membership. The written request for the Special Meeting shall state the business to be transacted at said Special Meeting, and the business to be transacted shall be stated in the notice of the Special Meeting to the members. No other business other than that stated in the notice of the Special Meeting shall be considered at a Special Meeting.
C. Notice of Special Meetings: Written notice of any Special Meeting of the members at which PAMGMA business is to be conducted will be sent via facsimile, e-mail, or postage pre-paid by a first class US mail to the last known address of each member not fewer than ten days before the date of the meeting.
2. Voting: Each Individual Member in attendance at a duly constituted meeting of the members of PAMGMA shall have one vote, and may take part and vote in person only. Proxy voting shall not be allowed. Unless otherwise specifically provided in these bylaws, a simple majority of the voting members present at any duly constituted meeting shall be required to determine any action brought before the members.
3. Quorum: The quorum required for the transaction of any business at any meeting of the members of PAMGMA shall consist of a minimum twenty-five (25) Individual Members in attendance. The Board of Directors shall implement all actions taken by the members at a duly constituted meeting of the members in accordance with these bylaws, unless otherwise prohibited by law.
4. Written Action By Members: In lieu of conducting a Special Meeting pursuant to section two above, and upon the unanimous decision of the Board of Directors, the business to be transacted at a Special Meeting may be communicated to the members via facsimile, e-mail, or US Mail. The communication must contain a description of the business to be transacted and a method for the membership to indicate approval or non-approval of the business. The membership must be provided a minimum of 10 days and not more than 30 days to complete the voting process. The results of any written action taken pursuant to this section shall be communicated to the membership by the Board of Directors by the same method as the communication method used to conduct the special meeting.
ARTICLE VI
1. BOARD OF DIRECTORS:
A. Authority and Responsibility: The governing body of PAMGMA shall be the Board of Directors. The Board of Directors shall be responsible for the supervision, control and direction of the affairs of PAMGMA, its committees and publications, shall determine its policies or changes therein, its objectives, the disbursements of its funds and for the interpretation of these bylaws.
a. The Board of Directors may adopt such rules and regulations for the conduct of the business of PAMGMA, as it deems advisable
b. The Board of Directors is responsible for developing and maintaining a continuous strategic planning process that includes strategic imperatives and assigns responsibilities, for the actions or goals to be achieved and is presented to the membership at the Annual Business Meeting. In addition, the Board of Directors will conduct a review of its accomplishments in accordance to the strategic plan and will report on its accomplishments to the members at the Annual Business Meeting.
c. The Board of Directors shall adopt an annual operating budget.
d. The Board of Directors shall review and approve on an annual basis the signature authority of the Officers, including limits and authorizations on financial transactions by each Officer.
1) Membership: The number of members of the Board of Directors shall be at minimum nine, and at maximum fifteen. Membership on the Board of Directors shall be composed of the following:
a. The President, First Vice President, Second Vice President, Secretary, Treasurer, and Immediate Past President shall be members of the Board of Directors.
b. At least three At-large members of the Board of Directors
The number of Affiliate members shall be limited to two (2) members at one time on the Board.
2) Term of Office and Manner of Election: One half of the at-large directors will be elected in each year, and in the event of an odd number of at-large directors, in alternating years such that at-large directors shall serve a term of two years, or until their successors have been elected or appointed pursuant to these bylaws.
a. The offices of Secretary and Treasurer shall be elected every other year by the members of PAMGMA for a term of two years, or until their successor has been elected or appointed pursuant to these bylaws.
b. The office of Second Vice President shall be elected annually, and shall automatically succeed to the office of First Vice President, and the office of First Vice President shall automatically succeed to the office of President each for a term of one year.
c. Affiliate members shall be elected each year for a term of one year.
d. Distinguished members may be appointed by the Board of Directors for one year terms, but do not count toward the number of members on the Board.
3) Vacancies: Any vacancy occurring on the Board of Directors before a term is concluded shall be filled by election of the Board of Directors. A director so elected to fill a vacancy shall serve the unexpired term of the predecessor, and if applicable, shall succeed the predecessor in office The Board cannot expand the size of the Board by appointment. Any addition to the Board, other than replacement during a vacancy, must be elected by the membership.
4) Distinguished Member: The Board of Directors may appoint distinguished members to the Board of Directors who shall serve in an advisory capacity but shall not have voting privileges.
5) Removal: The Board of Directors may remove any director for cause, as solely determined by action of the Board of Directors, by an affirmative two-thirds vote of the total Board of Directors.
6) Quorum: The attendance of at least fifty percent (50%) of the members of the Board of Directors with voting privileges shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and any business transacted shall be valid providing it is affirmatively passed upon by a majority of those present and voting. After the meeting has begun with a proper quorum to begin the meeting voting on any legitimate issue may continue as long as five (5) members remain present at the meeting. If the members present drop below five (5), no votes may be cast an not action will be deemed approved by the Board until once again five (5) members are present at the meeting.
7) Meetings of the Board and Voting Procedure: The Board of Directors shall meet face to face at least one time each year at such time and such place as the Board may decide. Notice of all such meetings shall be given to the directors at least thirty days prior to the date the meeting is to be held, either personally, via facsimile, via e-mail, or via
8) Compensation: Directors and officers shall not receive compensation for their services. The Board may approve to reimburse Directors for travel related expenses or the normal expenses associated with the duties of the Directors. Such expenses shall not include reimbursement or payment for time, only materials used in the conduct of the business of the PAMGMA.
9) Nominations: The Nominating Committee shall be composed of the following: the Immediate Past President of the Board, an at large member of the Board, an immediate past member of the Board and one member from each standing committee that is not currently a Board member. The Immediate Past President shall serve as Chair the committee. If the Immediate Past President position is vacated for any reason, an At Large member of the Board shall be appointed by the Board to serve as the new Chair.
(a) The Committee shall seek input from the individual members for the positions with consideration of the skill sets desired for the open Board seats.
(b) The Committee shall take into consideration the diversity of the membership and each candidate shall be chosen without regard to race, creed , color, gender, age, national origin, religion or disability.
(c) The Committee shall also take into consideration the geographic distribution of its membership and attempt to ensure fair balance in the geographic representation on the Board.
(d) The Committee shall submit the slate of candidates to the Board no less than 60 days prior to the scheduled election
(e) The Nominating Committee shall present at least one nominee for each position that is vacant or about to expire.
10) Indemnification: The directors and officers of PAMGMA shall be indemnified by PAMGMA to the fullest extent allowed by law 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 d Director or o Officer of PAMGMA or any settlement or judgment thereof, whether the person is a d Director or o Officer at the time such expenses are incurred, except in such case where the d Director or o Officer is adjudged guilty of willful misfeasors or malfeasants in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of any or all other rights to which the indemnified individual may be entitled.
11) Resignations: Any Officer or Director may resign at any time by provided written notice to the President of the Board, except when the Officer resigning is the President, in which case the notice is to be delivered to the Board. The President or First Vice President will contact the resigning Officer to discuss the resignation. If deemed appropriate by the Board, the resigning Officer shall be given a specific amount of time to rescind the resignation without further action. If the Officer does not rescind within the specific time, or if the President or First Vice President does not deem it necessary to offer a time period to rescind the resignation, the resignation will take affect at the time specified in the resignation letter or at the end of the time period to rescind the resignation, whichever occurs last.
12) Duties, Responsibilities and Authority of Board Members
A. The Board has been empowered by its membership to guide and direct the PAMGMA through policy formulation and to monitor the performance of the organization. Individuals elected to Board positions become stewards of the membership trust and have an obligation to act responsibly in carrying out the duties of the position to which they were elected.
B. Duties, Responsibilities and Authority include:
i. Act in a fiduciary capacity for the PAMGMA
ii. Consider the impact of the decisions of the Board on the membership
iii. Communicate ideas constructively and in a professional manner
iv. Understand and be prepared to explain the rationale of any decision made by the Board
v. Attend and fully participate in Board meetings and Board functions
vi. Participate in monitoring the prevailing concerns of the membership and assure that any significant concerns or suggestions are brought to the attention of the President.
ARTICLE
OFFICERS:
1. Officers: The officers of PAMGMA shall be called President, First Vice President, Second Vice President, Secretary, Treasurer, and Immediate Past President.
2. Terms of Office: Terms of office will begin on October 1 of the given calendar year and end on September 30 of the following year to coincide with terms of PAMGMA offices.
3. Duties of Officers:
A. President: The President shall preside at meetings of the Board of Directors and at meetings of members of PAMGMA. The President will cause to be communicated to the membership all matters affecting PAMGMA between meetings and will perform such other duties as are assigned by the Board of Directors, or required pursuant to these bylaws, or as are customarily incident to the office of President. The President shall succeed the Immediate Past President upon expiration of the President's term of office.
B. First Vice President: The First Vice President will perform the duties of the President during his or her absence and will assist the President in the fulfillment of such duties as are requested by the President. The First Vice President shall succeed the President upon expiration of the President's term of office.
C. Second Vice President: The Second Vice President shall perform such duties as may be assigned or delegated from time-to-time by the President. The Second Vice President shall succeed the First Vice President upon expiration of the term of the First Vice President.
D. Secretary: The duties of the Secretary are those normally associated with the Secretary of a corporation, including the following without limitation:
1. To provide notification of all meetings of PAMGMA to its members pursuant to these bylaws,
2. To maintain a record of all meetings of the Board of Directors and the PAMGMA,
3. To conduct correspondence at the direction of the President, and
4. To keep and maintain a current listing of the members of PAMGMA.
E. Treasurer: The duties of the Treasurer are those normally associated with the Treasurer of a corporation, including but not limited to the following:
1. To develop and maintain a budget for approval by the Board of Directors,
2. To collect and deposit dues payable by the membership in a bank account approved by the Board of Directors,
3. To provide the Board of Directors with a budget report referencing collections and disbursements at each meeting of the Board of Directors, and
4. To make disbursements as directed by the Board of Directors.
F. Immediate Past President: The Immediate Past President will assist the President in the fulfillment of such duties as are requested by the President and serve as the chairperson of the Nominating Committee for annual elections.
ARTICLE VIII
1. Committees in General: The Board of Directors shall have the power to appoint such committees, advisory boards, workgroups, etc. as deemed necessary by the Board of Directors to carry on the work of PAMGMA. Each committee, advisory board, workgroup, etc., shall be chaired by a member of the Board of Directors unless otherwise specified by the Board of Directors in its action creating said committee, advisory board, workgroup, etc. All committees, advisory boards, workgroups, etc., shall be subordinate to and report to the Board of Directors on its activities at each regular meeting of the Board.
2. Standing Committees: The following shall be standing committees of the Board of Directors:
A. Nominating Committee
B. Education Committee
C. Communications Committee
D. Government Relations Committee
E. Membership Committee – shall be responsible for promoting membership in PAMGA and shall review qualified applications for membership.
F. Business Partner Relations Committee
The role and responsibility of each standing committee shall be reviewed annually by the Board of Directors, which shall communicate to the chair of the standing committee its charge for the next year.
3. Committee Membership: The Chair of all committees, advisory boards, workgroups, etc., shall be appointed by the Board of Directors at meetings of the Board of Directors.
ARTICLE IX
APPROVAL OF BYLAWS:
1. Approval: These bylaws, and any amendments made thereto, shall be deemed approved when adopted by a vote of a simple majority of the PAMGMA membership. Notice of any amendments to the bylaws proposed for approval by the membership shall be provided to the members not fewer than thirty days prior to the date of the enactment.
Revised:
The Pennsylvania Medical Group Management Association
PAMGMA is the officially authorized state affiliate of the
National Medical Group Management Association
for the Commonwealth of Pennsylvania