| Updated Bylaws - September 2007 |
Updated RRPAA Bylaws Approved
By The Board Of Directors September 2007
Article
I – ORGANIZATION NAME AND CONTACT INFORMATION
IA. NAME:
The name of this organization shall be The Rochester Regional
Physician Assistant Association (RRPAA).
IB. ADDRESS
The official primary address of the Rochester Regional Physician
Assistant Association (RRPAA) shall be:
c/o Rochester Academy of Medicine
1441 East Avenue
Rochester, NY 14610
IC. CHANGE OF PRIMARY ADDRESS AND ORGANIZATION
CONTACT INFORMATION
The organization’s address and other contact may
be changed with a majority vote of the Board of Directors.
ID. NOTIFICATION OF CHANGE OF CONTACT INFORMATION
The Board of Directors shall have the responsibility to notify
the membership of any changes of contact information within
a timely manner.
Article 2 - MISSION STATEMENT
IIA. DEFINITION
The purpose of this organization is to promote the professional
development of Physician Assistants practicing in the Rochester
region and assisting members by sponsoring Continuing Medical
Education opportunities. The organization shall provide members
with information regarding local, state and national issues
that affect the Physician Assistant profession and the health
care field.
Article 3 - DEFINITION OF OFFICERS
IIIA. COMPOSITION OF THE BOARD OF DIRECTORS
The Board of Directors shall be comprised of the following
elected officials:
President
Immediate Past President
President-Elect
Secretary
Treasurer
Two (2) Directors-at-Large
Article 4 - AUTHORITY AND GOVERNANCE OF
THE BOARD OF DIRECTORS
IVA. AUTHORITY OF THE BOARD OF DIRECTORS
The Board of Directors shall have the sole authority to conduct
the business and transactions affecting the organization.
IVB. USE OF STANDING REFERENCE FOR ORGANIZATIONAL
PROCEDURE
The Rochester Regional Physician Assistant Association shall
utilize Sturgis’ “The Standard Code of Parliamentary
Procedure” as a standard reference for the governance
of the organization.
IVC. REQUIREMENT FOR RUNNING FOR OFFICE
AND MAINTAINING OFFICERSHIP
IVCi. All individuals running for office on the Board of Directors
shall be full members of the organization in good standing for
the minimum of six (6) months prior to their nomination to run
for a Board position.
IVCii. If an individual who wishes to run for Office has had
similar experience with another similar organization(s) but
has not been a member of the organization for at least six (6)
months, their credentials to run for office must be reviewed
and approved by a majority vote of the Board of Director before
their name may be placed on the ballot.
IVCiii. All individuals who are serving on the Board of Directors
are required to uphold the highest ethical standards and must
be members in good standing to maintain their office and voting
privileges on the Board of Directors.
IVD. VOTING AUTHORITY OF THE BOARD OF DIRECTORS
In all matters for which a deciding vote of the Board of
Directors must be cast, each member of the Board of Directors
shall have one (1) vote apiece. Members of the Board who are not
present at meetings at which time a vote is required, may not
confer their voting privilege to any other individual. However,
individual Board members who may not be available to attend and
vote may be consulted prior to or during any time that an issue
is discussed prior to the vote so that their concerns are heard.
IVE. MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors shall meet on a date determined
by the President or by a majority of the Board of Directors. While
it is the President who shall have the responsibility to set a
date and agenda for a Board of Directors meeting, the Board may
do so without the full approval of the President so long as the
President is apprised of such meeting times, dates, and agenda
and is given the opportunity to have his/her concerns heard.
IVF. QUORUM
A quorum for conducting the business of the organization
shall be not less than four (4) members of the Board of Directors.
Article 5 - DUTIES AND RESPONSIBILITIES
OF THE OFFICERS
VA. DUTIES AND RESPONSIBILITIES OF THE PRESIDENT
VAi. The President shall call and preside at all meetings of
the Board of Directors and all general membership meetings of
the organization, and at any special meetings called by the
Board of Directors and/or membership.
VAii. The President shall appoint all Committee Chairs.
VAiii. The President shall serve as ex-officio member of all
committees.
VAiv. The President shall have the authority to make assignments
of specific duties and responsibilities to individual Board
members, committees and members of the organization as needed.
VAv. At the end of his/her tenure, the President shall provide
the incoming Board of Directors with a report of the activities
accomplished by the organization during his/her tenure.
VAvi. The President shall have the responsibility for negotiating
and signing all contracts pertaining to the general operation
and accomplishment of the organization’s goals and objectives.
All contracts for amounts of $1,000 or above must be approved
by the Board of Directors prior to being signed by the President.
VAii. The President shall have the overall responsibility to
assure that the organization is operating in an ethical manner,
upholding its bylaws, and meeting its financial obligations,
goals and objectives.
VB. DUTIES AND RESPONSIBILITIES OF THE IMMEDIATE
PAST PRESIDENT
VBi. The Immediate Past President shall perform all duties
in the absence of the President and perform such duties as assigned
by the President.
VC. DUTIES AND RESPONSIBILITIES OF THE PRESIDENT-ELECT
VCi. The President-Elect shall be responsible for such duties
and responsibilities as designed by the President and Board
of Directors.
VCii. The President-Elect shall assist the Directors-at-Large
with ongoing
Continuing Medical Education activities.
VD. DUTIES AND RESPONSIBILITIES OF THE SECRETARY
VDi. The Secretary shall be responsible for recording the minutes
of all Board of Directors, General Membership and Special Meetings
called for the discussion of business affecting the organization
and/or its membership.
VDii. The Secretary shall be responsible for assuring that
the minutes of all meetings are corrected and approved by the
Board of Directors.
VDiii. The Secretary shall handle all of the correspondence
for the organization.
VE. DUTIES AND RESPONSIBILITIES OF THE TREASURER
VEi. With the approval of the Board of Directors, the Treasurer
shall have the overall responsibility for the maintenance of
records and distribution of all funds of the organization.
VEiii. The Treasurer shall provide the Board of Directors and
the General Membership with an annual report accounting for
the total income and distribution of funds for the year in which
the Treasurer has served, and update the Board as necessary
throughout the year.
VEiv. The Treasurer shall assure that all of the organization’s
monies and funds are held in FDIC insured institutions, unless
the Board of Directors directs otherwise.
VF. DUTIES AND RESPONSIBILITIES OF THE DIRECTORS-AT-LARGE
VFi. CME RESPONSIBILITIES
The Directors-at-Large shall be responsible for the overall
duties pertaining to Continuing Medical Educational programs
sponsored by the organization, to include, but not limited to:
* Contacting sponsors for the Programs
* Setting up the times/dates/places for CME events
* Filing paperwork with appropriate agencies to assure recognition
and
certification of programs
* Assuring that CME evaluations are collected and collated,
and appropriate
information from them is reported to the Board and sponsoring
agencies as
needed in a timely manner
* Collecting funds from the membership at CME events
* Assuring the timely advertisement and promotion of CME events
to the
membership
* Providing the membership with an accurate account of CME’s
that have been
logged through RRPAA
VFii. DATABASE RESPONSIBILITIES
The Directors-at-Large shall:
* Create and maintain such organizational records, files, correspondences
and
databases as shall be designated by the President and/or Board
of Directors.
Article 6 - MEMBERSHIP
VIA. CATEGORIES OF MEMBERSHIP
VIAi. DEFINITION OF MEMBERSHIP CATEGORIES
The categories of membership shall be:
Full
Student
Affiliate
Honorary
VIB. DEFINITION AND PRIVILEGES OF FULL MEMBERSHIP
VIBi. DEFINITION OF FULL MEMBERSHIP
To apply for and maintain Full Membership in the organization,
an individual must:
* Be registered and licensed as a Physician Assistant by the
New York State Department of Education
* Live and/or practice within the geographic borders of New
York State.
* Uphold the ethical practices of the Physician Assistant profession
as
defined by the American Academy of Physician Assistant’s
Code of Ethics.
* Uphold the laws, regulations and ordinances as defined and
assigned to
Physician Assistants by New York State.
* Have paid the full required annual dues assigned to the category
of
Full Membership.
VIBii. PRIVILEGES OF FULL MEMBERSHIP
A Full Member:
* Is entitled to receive all communications of the organization
* May serve on Committee(s) of the organization or may be appointed
as a
Committee Chair with Board Approval
* Participate in the organization’s CME Events
* Receive appropriate CME credit providing all fees have been
paid
* Vote in all matters requiring a vote of the General Membership
* Nominate and vote for all candidates running for office of
the organization
* Other privileges as defined and assigned by the Board of Directors
VIC. DEFINITION AND PRIVILEGES OF STUDENT
MEMBERSHIP
VICi. DEFINITION OF STUDENT MEMBERSHIP
To apply and maintain Student Membership in the organization,
an individual must:
* Be enrolled and in a Physician Assistant Educational Program
that is
accredited by the ARC-PA, or other accrediting body as defined
and recognized
by the Academy of Physician Assistants and Association of Physician
Assistant Programs.
* Be in good professional and academic standing within the PA
Educational
Program in which they are enrolled in.
* Uphold the ethical practices of the Physician Assistant profession
as defined
by the American Academy of Physician Assistant’s Code
of Ethics.
* Uphold the laws, regulations and ordinances as defined and
assigned
to Physician Assistants by New York State.
* Have paid the full required annual fee assigned to the category
of
Student Membership.
VICii. PRIVILEGES OF STUDENT MEMBERSHIP
A Student Member:
* Is entitled to receive all communications of the organization
* May serve on Committee(s) of the organization
* Participate in the organization’s CME Events, but will
not receive CME credit
* Vote in all matters requiring a vote of the General Membership
* Nominate and vote for all candidates running for office of
the organization
* Other privileges as defined and assigned by the Board of Director.
VID. DEFINITION AND PRIVILEGES OF AFFILIATE
MEMBERSHIP
VIDi. DEFINITION OF AFFILIATE MEMBERSHIP
Affiliate Membership is available to those individuals interested
in the Physician Assistant profession but who do not meet the
requirements for Full or Student membership.
Affiliate Members must:
* Have paid the full required annual fee assigned to the category
of
Affiliate Membership.
* Uphold ethical practices and the laws of New York State and
the United States.
VIDii. PRIVILEGES OF AFFILIATE MEMBERSHIP
An Affiliate Member:
* Is entitled to receive all communications of the organization
* May serve on Committee(s) of the organization but may not
serve as a
Committee Chair
* Participate in the organization’s CME Events, as long
as the Affiliate Member meets the minimum requirements for attendance
set forth by the sponsor of the event.
* Other privileges as defined and assigned by the Board of Directors
VIE. DEFINITION, CONFERENCE, AND PRIVILEGES
OF HONORARY MEMBERSHIP
VIEi. DEFINITION OF HONORARY MEMBERSHIP
To apply for and maintain Honorary Membership in the organization,
an individual must:
* Have demonstrated exemplary service to the Rochester Regional
Physician
Assistant Association
VIEii. CONFERENCE OF HONORARY MEMBERSHIP
Any Full, Affiliate, Student, or Honorary member in good standing
within the organization may nominate an individual, group or
organization for Honorary Membership at any time during the
calendar year, and this shall be discussed and approved by a
majority vote of the Board of Directors. The duration and privileges
appropriate to the Honorary Membership shall be decided by the
Board of Directors.
VIEiii. PRIVILEGES OF HONORARY MEMBERSHIP
An Honorary Member, at the discretion of the Board of Directors
may be:
* Entitled to receive all communications of the organization
* Serve on Committee(s) of the organization.
* Participate in the organization’s CME Events, as long
as the Honorary Member meets the minimum requirements for the
attendance set forth by the sponsor of the event.
* Receive appropriate CME credit providing all fees have been
paid
* Shall be entitled to membership for one year without paying
dues
* Other privileges as defined and assigned by the Board of Directors
VIF. DURATION OF MEMBERSHIP YEAR
VIFi. DEFINITION
The organization’s membership year shall run from the
first day a member pays their dues until 365 days later. Applications
for membership and the corresponding dues shall be accepted
throughout the year.
VIG. MEMBERSHIP DUES
VIGi. DETERMINATION OF DUES FEES
The fee for membership dues shall be determined by the majority
vote of the Board of Directors.
VIH. APPLICATIONS FOR MEMBERSHIP
Applications for membership will be available through the
Board of Directors, at CME events, and through the RRPAA Website.
Article 7 - ELECTIONS
VII. ELECTIONS PROCESS
VIIA. ELIGIBILITY FOR OFFICE
Only a Full Member in good standing shall serve as an elected
Officer of the organization.
VIIB. ELECTIONS COMMITTEE COMPOSITION AND
PARTICIPATION
VIIBi. COMPOSITION OF THE ELECTIONS COMMITTEE
If necessary, the President shall select an Elections Committee
Chair, who shall be a full member in good standing in the organization.
The Elections Committee Chair shall be approved by a majority
vote of the Board of Directors.
VIIBii. PARTICIPATION ON THE ELECTIONS COMMITTEE
The Elections Committee shall consist of a minimum of three
members, including the Chair. An individual who wishes to run
for a position within the organization shall not be permitted
to chair the Elections committee, nor be allowed to participate
on the Elections committee during the elections in which they
are running for office.
VIIC. DECLARATION OF CANDIDACY
All candidates for office shall be a Full Member in good
standing in the organization, and shall declare their candidacy
by prior to elections. Written and/or electronic notification
shall be received by the organization of intent to run for office
by a date set forth by the board.
VIID. PLATFORM STATEMENTS
All candidates who are eligible to run for office shall
provide their intent to run, and if requested by the Board of
Directors, a written platform statement to the organization no
later than a date set forth by the Board.
VIIE. BALLOTING PROCEDURES
VIIEi. Elections shall be held by secret ballot annually for
those offices which shall become vacant.
VIIEii. Each Full and Student Member shall have the privilege
to cast one vote for a candidate for each office for which elections
are being held. In the event there is no candidate for office
on the ballot, all individuals eligible to vote may write in
a candidate who meets the criteria to hold office in the organization.
VIIEiii.A Ballot shall be mailed or sent electronically to
all members who are eligible to vote.
VIIEiv.All completed Ballots must be received no later than
Midnight, August 31st, or other date set forth by the Board.
VIIF. PROCESS FOR DETERMINING VOTING RESULTS
VIIFi. The Elections Committee Chair, or President if no Elections
Committee, shall provide a report to the Board of Directors
and the General Membership regarding the results of the elections.
VIIFii.Candidates who receive the majority of the votes shall
be declared the winner. In the event of a tie, the current Board
of Directors shall vote to declare a winner. In the event a
member of the Board is running for the office for which there
is a tie vote, that individual must declare his or herself ineligible
to vote to break the tie.
VIIFiii.The President shall notify all candidates who have
run for office of the results of the membership’s vote
after all the votes are tallied and verified by the Board.
VIIG. TERM OF OFFICE
VIIGi. All new candidates shall officially take office September
1st. The end of term is August 31st, the following calendar
year for those offices having a one (1) year duration. The end
of term is August 31st, two (2) calendar years later, for those
offices having a two (2) year duration.
VIIGii. The Term of Office for President-Elect, President,
and Immediate Past President shall be for one year. The Term
of Office for Secretary, Treasurer and Directors-at-Large shall
be for two years.
VIIGiii.The positions of Secretary and Treasurer shall not
be open within the same calendar year, unless there has become
a vacancy for the position(s).
VIIGiv.The two Directors-at-Large shall not run concurrently
for office within the same calendar year, unless there has become
a vacancy for the position(s).
VIIH. TRANSITIONS OF ADMINISTRATION
VIIHi. There shall be a meeting of incoming and outgoing administrations
after the newly elected officers have been selected but before
the general business of the organization begins in September.
VIIHii.Upon installation of the new officers, all files and
all records pertinent to the business of the organization are
to be turned over to the newly elected officers.
Article 8 - MEETINGS
VIIIA. SCHEDULE OF MEETINGS
VIIIAi. There shall be a minimum of one general membership
meeting annually.
VIIIAii.There shall be a minimum of four (4) Board of Directors
Meetings annually.
VIIIB. NOTICE OF MEETINGS
VIIIBi. The General Membership shall be notified electronically
and/or in writing of the date, time and place of General Membership
meeting.
VIIIBii.The Board of Directors shall be notified electronically
and/or in writing of the date, time and place of all Board Meetings.
Where possible, an agenda for the meeting shall be sent to all
Board members at the time of the meeting’s notification.
VIIIC. SPECIAL MEETINGS
VIIICi. Special Meetings shall be called by the president or
the Board of Directors. Written and/or electronic notification
of Special Meetings involving the General Membership shall be
given at least two (2) weeks prior to the meeting.
Article 9 - FINANCIAL ISSUES
IXA. PURPOSE OF FUND COLLECTION
All funds collected by the organization shall be used to
conduct the business of the organization.
IXB. DETERMINATION OF DUES AND FEE STRUCTURES
The Board of Directors shall have the authority to establish
the fees for the organization’s annual dues and for all
events organized and presented by the organization. Determination
of all dues and fees shall by approved by a majority vote of the
Board of Directors.
IXC. ANNUAL BUDGET
IXCi. The Treasurer shall present an annual budget to be approved
and adopted by the Board of Directors by a majority vote.
IXCii. The organization’s budget shall run from January
1st to December 31st.
IXCiii. The Board shall adopt an annual budget to reflect an
equal balance between assets and liabilities.
Article 10 - DISCIPLINARY ACTION
X. PURPOSE OF DISCIPLINARY ACTION
Disciplinary Action shall be taken towards those members
who have been found to have committed acts of professional misconduct,
or who have worked to subvert the principles and purposes of the
organization, or who have injured the professional standing of
a member or the organization.
XA. DISCIPLINARY PROCEDURE
XAi. Disciplinary Procedure shall take place as per the policies
and procedures established by the Board of Directors.
Article 11 - DISSOLUTION OF THE ORGANIZATION
XIA. PURPOSE OF DISSOLUTION
The Rochester Regional Physician Assistant Association
shall be dissolved in the event of financial hardship that is
irreparable after all means have been sought to do so. The organization
may also be dissolved should the purpose of the organization and
its mission statement no longer be viable or necessary.
XIB. DISSOLUTION PROCESS
XIBi. The general membership shall be notified by the Board
of Directors in electronic and/or written means that the organization’s
dissolution is pending, with approximate dates given for the
final process to occur.
XIBii. A total final accounting of all of the organization’s
assets and liabilities shall be made by the Board of Directors
at the time dissolution is being considered.
XIBiii. Any physical assets of the organization shall be sold.
XIBiv. The Board of Directors shall make a best effort to pay
all creditors from the assets of the organization in full prior
to its dissolution.
XIBv. Any remaining assets of the organization shall be donated
to the entity(ies) as determined by the Board of Directors in
office at the time of the RRPAA’s dissolution.
Article 12 - AMENDMENTS
XIIA. PROCESS FOR AMENDING THE BYLAWS
XIIAi. All Full, and Student members of the organization shall
have the opportunity to make a request to have amendments to
the bylaws considered, provided they give written notice to
the Board of Directors of the nature of the proposed change(s),
as well as appropriate reason(s) to substantiate the change(s).
XIIAii. The Board of Directors shall review all written proposals
for amendments and take such action as deemed appropriate.
XIIAiii.The Board of Directors shall notify the individual(s)
who has proposed the bylaws changes of their decision and reasons
for their decision. In the event the Board feels the request
changes are appropriate, they shall follow the Process for Amending
Bylaws, as outlined herein.
XIIAiv.All proposed changes of the bylaws shall be provided
to the general membership in written and/or electronic format
by the Board of Directors. The general membership shall have
30 days after notification to provide the Board of Directors
with oral and/or written commentary regarding their position
and suggestions regarding the proposed bylaws changes.
XIIAv. After the thirty (30) day commentary period is over,
the Board may, by a majority vote, adopt the bylaws as amended
and reviewed by the general membership in their final format,
and the bylaws changes shall become official at the time of
that majority vote by the Board of Directors.
XIIAvi.The general membership shall be notified of the final
vote on the bylaws amendments approved by the Board of Directors.
XIIB. AVAILABILITY OF THE BYLAWS
XIIBi. All Full, Student, Affiliate and Honorary members shall
have the right to review and retain copies the organization’s
bylaws.
END OF BYLAWS |
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