MINNESOTA ASSOCIATION OF

MEDICAL STAFF SERVICES

BYLAWS

Page 1
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 who 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 objectiveof 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 ofMAMSS andNAMSS. MAMSSshall 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

The headquarters of MAMSSshall 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

MAMSSshall 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 regionsshall operate in conformity with the Association Bylaws and shall be governed by the Bylaws of NAMSS.

ARTICLE VI -MEMBERSHIP

Membership in MAMSSshall be categorized as Active and Honorary.

  1. Active membership shall consistof 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 MAMSSBylaws.
  1. Honorary membership may be awarded at the discretion of the Board of Directors of MAMSSto 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 Board of Directors may, by affirmativevote of ten(10) voting members of the Board (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 4, Termination of Membership, Section 1, the Board of Directors may, by affirmative vote of ten(10) voting members of the Board (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 andRenewal dues for Activemembership shall be set by the Board of Directors (not to exceed NAMSS dues).Renewal dues shall be due and payable by June 30thfor the ensuing fiscal year.

  1. The membership year runs from July1 through June 30th of each calendar year.
  1. Failure to pay renewal dues by September1st shall result in termination of membership.
  1. An individual who joins MAMSS for the first time, during the last quarter (April through June) of the fiscal year, shall pay the annual dues set for the current year, andshall satisfy dues requirements for the next fiscal year.
  1. 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 Coordinatoror designee within 30 days.
  1. All officers of MAMSS are encouraged to maintain membership in the National Association of Medical Staff Services.
  1. In recognition of their service to this organization, Past Presidents shall be exempt from payment of annual dues.
  1. 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 regionsthroughout the State, the purpose of which shall be to provide a forum for educational activities at a regionallevel.

1.Regions shall be governed by the MAMSSBylaws.

  1. Each member of a region shall be an Active member of MAMSSin good standing.
  1. The Northern, Central, Metro and Southern regional boundaries shall be defined in theAssociation’spolicies and procedures.

ARTICLE IX – OFFICERS

Theelectedofficers of MAMSSshall consist of the President, the Vice President, the Immediate Past President, the Secretary, and theTreasurer, who shall serve as the Board of Directors. In addition, the following individuals will be appointed by the President, by affirmationvote of Majority, and will serve asvoting members of the Board of Directors: Communications Coordinator,the Metro, Northern, Central,and Southernregional 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.

  1. Candidates for the positions of President and Vice Presidentare encouraged to be Certified Professional Medical Services Management (CPMSM)and/orCertifiedProvider Credentialing Specialists (CPCS), and meet the qualifications as listed in the Bylaws.
  1. The Vice President Elect shall have had at least one (1) year experience as either a MAMSS Board memberor an active participating member of the MAMSS Education Committee.
  1. Candidates may run for one office only.
  1. 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 IX-Duties of Officers.The term of office for appointed positions is defined in Article IX 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, electronic ballot or voting site.

  1. Nominations for officers shall be made by the Nominating Committee.
  2. 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
  1. If a candidate is presented unopposed, the slate is approved andthe candidate will be considered elected by the membership.
  2. 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.
  1. 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 boardmeeting 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 Presidentshall 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 willresult 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 MAMSSofficer 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 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 theadverse recommendation must be approved bythe 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 OFFICERSAND APPOINTED POSITIONS

All Officers are required to perform the duties and responsibilities as outline 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 alsobe the spokesperson for MAMSSin 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 Education Program 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 MAMSSand shall be custodian of all MAMSSrecords. The Secretary shall perform such others duties as described in the Policy and Procedures, as adopted by the Board of Directors.

  1. 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 ayear 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. An audit will be conducted annually as outline in the policy and procedure.
  1. 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 through the NAMSS website. Appointment by the Board fortwo year term with the option of reappointment for unlimited terms. Appointed position will start July 1 on even years.A one year notice of resignation is preferred to allow adequate training of the newly appointed Communications Coordinator.
  1. Regional Representatives – The Regional Representatives shall have responsibility for strengthening MAMSS throughout the development of effective links with its regions. Appointment by the Board of Directors for a two year term will start July1 on even years. Appointment by the Board for two year term with 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.
  1. Membership Coordinator - The Membership Coordinator shall promote the growth of MAMSS, process applications and reapplications, prepares a semi-annual membership roster and respond to inquiries concerning MAMSS. Appointment by the Board for two year term with the option of reappointment for unlimited terms. Appointed position will start July1 on even years and shall provide the Board with a six month notice of resignation.
  1. 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 MAMSSshall be held as follows:

Annualmeeting - 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 fifteenminutes 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 Business 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. Appointed committee members may serve on only one committee at a time.

1.The Nominating Committee shall be composed of the Immediate Past Presidentand President as Co-Chairs, who shall serve as chair, 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 aslate of nominees who shallbe voted upon by written ballot prior to the fall board meeting.

2.The Education Program 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 Spring Conference. The appointed positions shall serve a one (1) two (2) yearterm starting July1 on odd years. The appointed positions may serve on the Education Program 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.

  1. 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 MAMSSshall be, July 1 –June 30th.

ARTICLE XV – 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 XVI – 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.