Bylaws of Texas Association for Healthcare Quality

ARTICLE I

Name, Purpose, and Offices

Section 1. Name.  The name of the corporation is Texas Association for Healthcare Quality, hereinafter called the Corporation.

Section 2. Purpose. The Corporation is organized exclusively for religious, charitable, scientific, literary or educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding sections of any future federal tax code.

Section 3. Offices.  The Corporation shall have a registered office, and may have other offices at such places as the Board of Directors may from time to time determine, or as the activities of the Corporation may require.

ARTICLE II

Members

Section 1. Members of the Corporation. There is hereby established a category of members who shall be members of the Corporation, and who shall have voting rights in respect thereof as provided by these Bylaws.  All members in this category of membership shall be members in good standing, and shall meet such other criteria as are adopted from time-to-time by the Board.  Each  member in this category of membership shall be entitled to one (1) vote. 

Section 2. Other Categories of Members.  The Board may establish such other categories of members as it from time to time deems appropriate.  Persons or organizations in such other categories of members shall not be members of the Corporation, and shall not have voting rights in respect thereof.

Section 3. Benefits, Dues and Policies.  The Board may establish, and from time to time amend, membership qualifications, benefits, dues, fess, and policies and procedures for each category of members established by these Bylaws or by the Board.

Section 4.  Suspension, Termination, and Appeal.  The Board, by an affirmative vote of a majority of all members of the Board, may suspend or terminate a member with or without cause at a meeting whose notice shall include such proposed suspension or termination.   The Board shall notify the member promptly of his or her suspension or termination.  Any member may appeal his or her suspension or termination by filing a written appeal with the Secretary of the Board within thirty (30) days of the date the Board mailed the notice of suspension or termination.  The Board shall consider the appeal at the next regularly scheduled meeting.  The decision of the Board shall be final.

Section 5. Resignation.  Any member may resign by filing a written resignation with the Secretary of the Board.

ARTICLE III

Meetings of Members

Section 1. Annual Meeting. There shall be an annual meeting of the Members, which shall take place at such a time and place as is fixed by the Board.  At the annual meeting, the voting members of the Corporation shall elect Directors, and transact any and all business that may come before the membership subject to all provisions for notice, or waiver of notice, as provided in these Bylaws.

Section 2. Special Meetings.  Special meetings of the Corporation may be called by the President of the Board of Directors, or a simple majority of the Board of Directors. A special meeting shall be held upon presentation of a written petition signed by not less than twenty-five per cent (25%) of the voting members of the Corporation who are in good standing. The petition shall also specify the purpose, or purposes, of the special meeting.

Section 3.  Notice. Notice of the annual meeting of the Corporation shall be given not less than thirty (30) days nor more than sixty (60) days prior to the date of the annual meeting.  Notice of any special meeting of the Corporation shall be given at least fifteen (15) days prior to the date of the special meeting.  Notice may be given personally, by mail to the last known address of any member,  or by electronic means with or without proof of receipt required as determined by the Board.

Section 4. Waiver of Notice.  Whenever any notice is required to be given to any member, director or other person under the provisions of these Bylaws, a waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 5. Voting and Proxy.  Members shall be present in person to vote, provided that with reasonable notice to the Board President, a member may attend any meeting and vote by electronic means in which all persons participating in the meeting can hear or communicate with each other simultaneously.   Proxy voting shall not be allowed.

Section 6. Quorum.   Ten percent (10%) of all voting members in good standing shall constitute a quorum at any annual or special meeting of the Corporation.

Section 7. Membership Lists.  The Board shall maintain, or cause to be maintained, accurate lists of members eligible to vote at the annual meeting, or any special meeting called by the members, in accordance with applicable law.

ARTICLE IV

Board of Directors

Section 1. General Powers. The activities, property, monies, and affairs of the Corporation shall be managed by the Board of Directors (hereinafter Board) who may exercise all such powers of the Corporation as are permitted by statute, the Articles of Incorporation, and these Bylaws.

Section 2. Number.  The Board shall consist of not more than fifteen (15) members, which shall include the officers specified in these Bylaws.  The maximum number of members may be increased or decreased from time to time by amendment of these Bylaws, provided that the number of directors shall not at any time be less than three (3), and that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

Section 3. Qualifications and Election.   Directors shall be elected at the annual meeting of the Corporation in accordance with these Bylaws.  Voting members in good standing may also nominate persons from the floor, provided that all such nominees shall be members in good standing from the appropriate class or category of membership.

Section 4.  Term of Office. The term of office for directors shall be three (3) years.  Directors may be reappointed or reelected to a second term, after which the director shall be ineligible for reelection to the Board for a period of not less than one (1) year.  The initial directors under these Bylaws shall be appointed as follows: one-third shall be appointed to a term of one (1) year; one-third shall be appointed to a term of two (2) years; and, one-third shall be appointed to a term of three (3) years.  Thereafter, one-third of the directors shall be elected or appointed each year on a rotating basis for terms of three (3) years.  Directors shall serve until the expiration of their term, resignation, disqualification, or removal from office as provided in these Bylaws.

Section 5.  Filling of Vacancies. Any vacancy in the Board, or a vacancy created as the result of an increase in the number of directors, shall be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum, at any regular or special meeting of the Board, provided that the notice of the meeting shall state that the filling of vacancies is to be considered.  Any director appointed to fill a vacancy shall hold office until the end of the term of the vacancy to which he or she was appointed.  Vacancies created by an increase in the number of directors shall be appointed so as to meet the requirements for rotation as provided in Section 3 above.

Section 6. Removal and Resignation. Any director may be removed, either for cause or without cause, at any regular or special meeting of the Board by an affirmative vote of a majority of the number of directors fixed by these Bylaws, provided that the notice of the meeting shall state that removal of directors is to be considered.  Any officer or director may resign at any time by sending written notice by certified mail to the Chairperson of the Board.  The resignation shall take effect at the time specified, but in no case before notice is received.

Section 7. Regular Meetings.  Regular meetings of the Board shall be held at such places and at such times as may be determined by a resolution adopted by the Board and communicated to all directors, subject to all provisions for notice, or waiver of notice, as provided in these Bylaws.  There shall be not less than four (4) regular meetings of the Board each year. 

Section 8. Special Meetings. Special meetings of the Board shall be held at such places and at such times as may from time to time be determined by the Board, subject to all provisions for notice, or waiver of notice, as provided in these Bylaws.  Unless otherwise specified in these Bylaws, any and all business may be transacted at any regular or special meeting of the Board.  Special meetings may be called by the President, or by the written request of fifty percent (50%) of the directors in office.

Section 9.  Annual Meeting. There shall be an annual meeting of the Board of Directors, which shall be the first Board meeting after the annual meeting of the Corporation.   At the meeting, the Board shall elect officers, and may transact any and all business that may come before the Board, subject to all provisions for notice, or waiver of notice, as provided in these Bylaws.

Section 10.  Notice. Notice of the annual meeting shall be given not less than thirty (30) days nor more than sixty (60) days prior to the date of the annual meeting.  Notice of any special meeting of the Board shall be given at least seven (7) days prior to the date of the special meeting.  Notice may be given personally, by mail to the last known address of any director,  or by electronic means with or without proof of receipt required as determined by the Board.  Unless otherwise required by law or these Bylaws, neither the business to be transacted, nor the purpose of the meeting need be specified in the notice of the meeting.  In case of an emergency declared by the Board President,  the seven day notice may be waived.

Section 11. Waiver of Notice.  Whenever any notice is required to be given to any director or other person under the provisions of these Bylaws, a waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 12.   Quorum.  At all meetings of the Board, the presence of a majority of the number of directors in office shall be necessary and sufficient to constitute a quorum for the transaction of business.  If at any time a director suggests the absence of a quorum, the roll shall be taken immediately to determine if a quorum is present.  In the absence of a quorum the meeting may be adjourned to such a time and place as determined by the Board when a quorum will be present.  No notice, other than announcement at the meeting, shall be required to continue the meeting of the Board.

Section 13. Actions of the Board.  The act of a majority of the directors present in person at any meeting where a quorum is present shall constitute an act of the Board of Directors, unless a different number is specifically required by these Bylaws.     

Section 14.  Voting and Proxy.  Directors shall be present in person to vote, provided that with reasonable notice to the Board President, a director may attend any meeting and vote by electronic means in which all persons participating in the meeting can hear or communicate with each other simultaneously.   Proxy voting shall not be allowed.

Section 15.  Consent. Any action permitted or required to be taken at any meeting of the Board may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by all of the directors. Such consent shall have the same force and effect as a unanimous vote of the Board.

Section 16. Attendance. If any director fails to attend anytwo (2) meetings within one (1) year, then the director shall be deemed to have submitted his or her resignation from the Board. The Board, for good cause shown, and upon verification, may refuse to accept the resignation of any director. A member may attend one meeting per year through teleconference.

Section 17. Compensation. No director shall receive compensation as the result of his or her service on the Board or on any committee of the Board. Nothing contained in this section shall prohibit any director from receiving reimbursement for actual expenses incurred on behalf of the Corporation, provided that the expense was authorized by the Board. Nothing contained in this section shall prohibit any director from being reimbursed for expenses incurred in attending meetings of the Board or any committee of the Board, subject to applicable policies and procedures on reimbursement adopted by the Board.

ARTICLE V

Officers, Agents and Contractors

Section 1. Elected Officers. The elected officers of the Corporation shall be a President, a President-Elect, a past-President, a Secretary/Treasurer.

Section 2. Election. All officers shall be elected by membership and confirmed by the Board of Directors at the first Board meeting after the annual meeting of the Corporation.

Section 3. Appointive Officers , Agents, and Contractors. The Board may from time to time appoint one or more Vice-Presidents, and such other officers, agents and contractors as it deems necessary, who shall have powers and duties as set forth in these Bylaws, or as determined from time to time by the Board.

Section 4.  Simultaneous Offices. No person shall hold more than one of the offices designated in Section 1 above at the same time unless the Board shall first declare an emergency, and designate an officer to perform the duties created by the vacancy of another officer.   In no case shall the President and the Secretary be the same person.

Section 5. Term of Office, Removal, Filling of Vacancies.  Each elected officer shall hold office for a term of  one (1) year or until his or her death, resignation, disqualification, or removal from office as provided in these Bylaws. Any officer may be reelected to a second consecutive term in the same office, with the exception of the President-Elect.  Any officer may be removed at any time by a majority of the number of directors fixed by these Bylaws, when in the judgment of the Board such removal shall be deemed in the best interest of the Corporation, and provided that the notice of the meeting shall state that removal of officers is to be considered.  If any office becomes vacant for any reason, the vacancy shall be filled by an affirmative vote of a majority of the number of directors fixed by these Bylaws.

Section 6. President.  The President shall have general supervision of the affairs of the Corporation; shall preside at all meetings of the Board; shall have general authority to execute bonds, deeds and contracts in the name of the Corporation; shall sign all official documents on behalf of the Corporation; shall appoint all Committee Chairpersons unless otherwise designated by these Bylaws; shall appoint such other officers and agents as are necessary for the operation of the Corporation; and in general, shall exercise all powers usually pertaining to the President of a corporation.  All powers and duties of the President shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board in such a manner as is from time to time determined by the Board. 

Section 7. President-Elect. The President- Elect shall, in the absence of the President, perform the duties of President of the Corporation, and shall have such other powers and duties as may from time to time be determined by the Executive Committee or the Board.

Section 8. Secretary/Treasurer. The Secretary/Treasurer shall keep and maintain all records of the Corporation unless otherwise specified in these Bylaws; shall see that proper notice is given for all meetings of the Board; shall keep, or cause to be kept, accurate and true records of all proceedings of meetings of the Board; shall ensure that minutes of the previous meeting(s) and all related documents are sent to directors at least five (5) days prior to the next meeting; and in general, shall exercise all powers usually pertaining to the Secretary/Treasurer of a corporation. All powers and duties of the Secretary/Treasurer shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board in such a manner as is from time to time determined by the Board.

The Secretary/Treasurer shall be the chief financial and accounting officer of the Corporation; shall have active control of and be responsible for all accounts and finances of the Corporation; shall supervise all vouchers and requests for payment by the Corporation including records pertaining thereto; shall prepare or cause to be prepared accurate and understandable monthly financial reports of the finances of the Corporation; shall prepare or cause to be prepared financial statements and related documents; shall have supervision of the books and accounts of the Corporation; shall ensure that regular and accurate audits are performed according to financial practices and procedures applicable to the Corporation; shall recommend depositories and financial institutions to the Board; shall have care and custody of all monies, funds and securities of the Corporation and shall ensure that all funds are deposited in such depositories as are selected by the Board; shall be responsible for the collection of all accounts payable to the Corporation; shall keep or cause to be kept full and accurate accounts of all expenditures and disbursements by the Corporation; shall have the power to endorse all checks, drafts, notes or other financial instruments payable to the Corporation; shall give or cause to be given proper receipts for all payments to the Corporation; and in general, shall exercise all powers usually pertaining to the treasurer of a corporation. All powers and duties of the Secretary/Treasurer shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board as determined from time to time by the Board.

Section 10. Past-President. The immediate Past-President shall, in the absence of the President or the President -Elect, perform the duties of President of the Corporation, and shall have such other powers and duties as may from time to time be determined by the Executive Committee or the Board.

Section 11. Other Powers and Duties. In addition to the powers and duties enumerated above, the elective and appointive officers, agents, or employees of the Corporation shall perform such other duties, and have such other powers as are provided in the Articles of Incorporation, these Bylaws, and the policies and procedures adopted by the Board, or as are otherwise determined from time to time by the Board.

   ARTICLE VI 

Committees of the Board

Section 1.  Executive Committee. There is hereby created an Executive Committee of the Board whose membership shall be the President, President-Elect, Past-President, Secretary, Treasurer, and one (1) director elected or appointed at large.   The Executive Administrator of the Corporation, if any,  shall serve as an ex-officio, non-voting member of the Executive Committee.

Section 2. Powers and Duties of the Executive Committee.  The Executive Committee shall have the authority to act on behalf of the Corporation in the intervals between Board meetings, shall be responsible for recruiting, hiring and evaluating the Executive Director, and shall have such other powers and duties as may from time to time be determined by the Board.  The Executive Committee shall keep accurate records of its proceeding and report all actions to all directors on the Board.  All actions of the Executive Committee shall be subject to review and confirmation by the Board in such a manner as is determined from time to time by the Board.

Section 3. Nominating Committee. There is hereby created a Nominating Committee which shall consist of a Chairperson, who shall be a member of the Board appointed by the Board; the immediate Past-President; and two (2) members at large from the voting membership. In the event that the position of Nominating Committee Chairperson becomes vacant, the Executive Committee shall appoint a member of the Board to serve as Chairperson.  In the event that the position of Past-President is vacant, the Executive Committee shall appoint a member of the Board who shall serve as a member of the Nominating Committee.

Section 4.  Powers and Duties of the Nominating Committee. The Nominating Committee shall conduct an annual skills and needs assessment of the Board; shall be responsible for identifying, screening and recommending qualified potential Board members to the Board; shall nominate one (1) person from the appropriate category of membership for each position on the Board that is to be filled at the annual meeting; shall maintain a sufficient pool of qualified potential Board members to allow for normal replacement and unforeseen vacancies; shall develop Nominating Committee policies and procedures subject to the approval of the Executive Committee and the Board;  and shall meet at least three (3) times per year to discharge its powers and duties.

Section 5. Other Committees.  The President, or the Board, may establish such other committees as are necessary for the operation of the Corporation.   All other committees shall have only those powers and duties specifically designated by the Board, and shall perform such tasks and activities as may from time to time be determined by the Board.  All committees of the Corporation shall keep accurate and true minutes, copies of which shall be filed with the Secretary of the Corporation as directed by the Secretary or the Board.  All committees of the Corporation shall give adequate notice of meetings as determined by the committee, but in no case shall the notice be less than seven (7) days.  Standing committees of the Corporation shall be chaired by a director and may have members who are not officers or directors of the Corporation.

ARTICLE VII

Section 1. Indemnification.  The Corporation shall indemnify an officer or director of the Corporation against reasonable expenses incurred by the director in connection with any proceeding in which the director is named as a defendant or respondent because he or she is, or was, a director of the Corporation, subject to the limitations in the Articles of Incorporation and these Bylaws.   

Section 2. Conditions. The Corporation shall have no obligation to indemnify an officer or director if the director is found liable for:
a) a breach of the director’s duty of loyalty to the Corporation;
b) an act or omission not in good faith that constitutes a breach of duty of the director to the Corporation;
c) an act or omission that involves intentional misconduct or an intentional violation of the law;
d) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; or,
e) an act or omission for which the liability of a director is expressly provided for by an applicable statute.

Section 3. Limits. The Board may adopt, and from time to time amend, reasonable limits on the expenses of any officer or director for whom indemnification is provided.

ARTICLE VIII

Section 1.   Dividends Prohibited.  No part of the net income of the Corporation shall inure to the benefit of any private shareholder or individual; no dividends shall be paid; and no part of the income of the Corporation shall be distributed to its officers or directors. 

Section 2.   Loans to Officers and Directors. No loans shall be made by the Corporation to any officer or director for any reason at any time.

Section 3.   Fiscal Year.  The fiscal year of the Corporation shall be fixed, and may be changed from time to time, by resolution of the Board.

Section 4.  Policies and Procedures.  The Board shall have the authority to adopt such policies and procedures as the Board may from time to time determine are needed, or as the activities of the Corporation may require.

Section 5. Parliamentary Authority. The most recent edition of Roberts Rules of Order-Newly Revised shall govern the conduct of business in all cases in which they are applicable, and not in conflict with the Articles of Incorporation or these Bylaws.

ARTICLE IX

Section 1. Dissolution. The Corporation may be dissolved by resolution approved by a majority of the directors in office, even though less than a quorum,  or a sole remaining director.  After providing for the payment of all debts, the satisfaction of all liabilities, and the expenses of dissolving the Corporation, any assets remaining upon dissolution of the Corporation shall be disposed of by the remaining directors in accordance with the provisions of the Articles of Incorporation and applicable law.

Section 2.  No benefits.  No part of the cash or assets of the Corporation shall inure to the benefit or any current or former director or officer, or current or former employee.

ARTICLE X

Amendments to Bylaws

Section 1. Initial Bylaws.  The intial Bylaws of the Corporation shall be adopted by the Board of Directors.

Section 2.  Amendments. These Bylaws may be altered, amended, or repealed, or new Bylaws adopted at any time pursuant to the provisions of these Bylaws

Section 3.  Amendments by the Board.  The Board may propose and make amendments to any provisions of these Bylaws, except those areas reserved to the membership, subject to the requirements for notice and approval contained in these Bylaws. 

Section 4.  Areas of  Amendment Reserved to the Membership

The following areas of these Bylaws may be altered, amended, repealed, or new language adopted only by an affirmative vote of the membership, subject to the requirements for notice and approval contained in these Bylaws.

  1. Article II, Section 1.  Voting rights of the class of members who are members of the corporation
  2. Article IV, Section 2.  Number of directors;
  3. Article IV, Section 6.  Election of directors;
  4. Article IV, Section 7.  Term of office of directors; and,
  5. Article X, Section  4.  Areas of amendment reserved to the membership

Any voting member of the Association in good standing may propose an amendment to these areas of the Bylaws by submitting the amendment in writing to the President of the Board of Directors pursuant to procedures in the Standing Rules. 

Section 5.   Notice and Approval of Amendments Proposed by the Board.   Amendments proposed by the Board may be approved at any meeting of the Board of Directors, provided that the notice of the meeting shall state that amendments to the Bylaws are to be considered, and provided further that the notice shall contain a copy of the proposed amendment or amendments.  Approval of the amendment or amendments shall require an affirmative vote by a three fifths (3/5) majority of the number of directors in office.

Section 6.  Notice and Approval of Amendments Proposed by the Membership. Amendments to areas of these Bylaws reserved to the membership may be approved by mail, or at any meeting of the Association.  In the case of approval by mail, the mailing shall include a copy of all proposed amendments and instructions on voting procedures.  In the case of approval at a meeting of the association, the notice of the meeting shall state that amendments to the Bylaws are to be considered, and shall include a copy of the proposed amendments.   Information concerning the proposed amendment or amendments shall also be published in the last newsletter preceding the mailing or meeting. Approval by either method shall require an affirmative vote of three fifths (3/5) of the members in good standing voting on the amendment.

Section 7.  Effective Date.  All amendments to these Bylaws shall go into force and effect upon the date of approval, unless a later effective date is specified in the amendment. These Bylaws were adopted by a majority of the directors in office at a meeting held on the third day of May, 2002.


Reviewed July 2010

 

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