Bylaws | Travis Cty Med All

B Y L A W S

February 23, 2021

TRAVIS COUNTY MEDICAL ALLIANCE BYLAWS

ARTICLE I – NAMES

Section 1. The names of the organizations shall be the TRAVIS COUNTY MEDICAL ALLIANCE (TCMA), an unincorporated nonprofit association organized under IRS 501c(6), and the TRAVIS COUNTY MEDICAL ALLIANCE FOUNDATION (TCMAF), a Texas nonprofit corporation organized under IRS 501c(3).

Section 2. The TCMA is an alliance to the Travis County Medical Society (TCMS) and a component to the Texas Medical Association Alliance (TMAA).

ARTICLE II - PURPOSE

The purpose of the TCMA and TCMAF shall be to do philanthropic and educational work in Travis County, to cooperate with the medical profession and to encourage friendliness among doctors' families, strictly in connection with the TCMS and the TMAA, pursuant to IRS Code 501c.

ARTICLE III -MEMBERSHIP

Section 1. The membership of the organization shall consist of active, associate and honorary members.

Section 2. Admission to Membership

A. Membership in the TCMA shall be open to all eligible persons who meet their dues obligations. B. Eligibility for admission to membership shall be verified through the TCMS.

C. Eligible persons shall become members upon payment of dues.

Section 3. Classes of Membership

The categories of membership shall be active and honorary life.

A. Active members shall be:

1. A member of a physician or medical student couple at least one of whom is TMA-eligible; 2. A physician or medical student who is TMA-eligible;

3. A TMA Alliance member-in-good-standing at the time of separation from the medical couple who maintains continuous membership and who is not in a committed relationship with a non-physician;

4. A widow or widower of a TMA-eligible physician.

B. Honorary members shall be:

1. Honorary membership may be conferred by the TCMA upon a member for exceptional service to the TCMA or the medical community.

2. Nominees for honorary membership shall be recommended by the Executive Board and approved by the membership at a general meeting.

3. Honorary members shall be exempt from payment of TCMA dues and TMAA dues shall be paid by the TCMA. 4. Honorary members shall retain all rights and privileges of membership.

Section 4. Change of Membership Status

A. All changes in membership status, including terminations and resignations, shall be approved by the Executive Board.

B. Termination of membership

1. Members who fail to pay their dues within 150 days of the beginning of the calendar year shall be dropped from membership.

2. Persons who forfeit their eligibility shall be automatically dropped from membership.

C. Eligible former members shall be restored to full membership upon payment of current dues.

ARTICLE IV - EXECUTIVE BOARD

Section 1. The Executive Board shall be composed of the elected officers, the elected council Vice Presidents, the immediate Past President of the organization and the Special Advisor to the President who is a non-voting member of the Board, chosen by the President, and whose term is co-terminus with that of the President.

Section 2. Duties of the Executive Board

A. The Executive Board shall have responsibility for and general charge of the affairs, funds, work and property of the TCMA and TCMAF.

B. The Board shall set policy and shall be responsible for short and long term planning for the organization. C. The Board shall be responsible for the financial management of the TCMA and TCMAF accounts, and shall be accountable for the use of the funds to the membership and the community.

D. The Board shall have the power to approve any expenditure not previously budgeted as it deems necessary in keeping with the mission and purpose of the TCMA and TCMAF.

E. The Board shall conduct separate board meetings for TCMA and TCMAF and may elect to conduct meetings consecutively. The same elected officers who serve the TCMA shall serve the TCMAF as well. F. The Board shall approve all expenditures in excess of $1,000 that may arise in carrying out the administrative, fundraising and community service endeavors of the TCMA and TCMAF. All contracts or other obligations which may impose liability on the TCMA and TCMAF must be reviewed by the Board and signed by a member of the Board, with the advice and consent of the Board.

Section 3. Quorum

Ten members of the Executive Board shall constitute a quorum for an Executive Board decision. ARTICLE V - OFFICERS

Section 1. The officers of the organization shall be the President, President-Elect, Recording Secretary, Treasurer, Treasurer-Elect and Parliamentarian. The officers shall serve on the Executive Board.

Section 2. Election of Officers

A. The officers shall be elected by the membership at the first general meeting after January 1. Election shall be by ballot or acclamation.

B. The Nominating Committee shall present a slate of officers to the membership in writing by newsletter or special mailing by January.

C. The term of office shall be one year.

D. Vacancies for an unexpired term of office shall be filled by the Executive Board.

E. If an elected officer is unable to serve the term, a letter of resignation shall be submitted to the President.

Section 3. Duties of Officers

A. President

1. The President shall chair the Executive Board and shall preside at all general meetings of the organization. 2. The President may create special committees as needed to carry out the purpose of the organization. 3. The President shall serve as an ex-officio member of all committees and councils.

4. The President shall formulate the annual budget with the Treasurer and shall approve all orders on treasury. 5. The President shall participate jointly with the President-Elect in all planning for the TCMA and TCMAF. 6. The President shall attend meetings of the TCMS to represent the organization.

7. The President shall compile the annual report from the written reports of the officers and the council and Committee chairs and shall present the report at the TMAA annual meeting.

8. The President shall serve as a delegate to the annual TMAA leadership conference and convention. 9. The President and Treasurer are responsible for maintaining exemption status, as appropriate, for TCMA and TCMAF at federal and state levels and will make available to members current federal and state proof of exemption for both TCMA and TCMAF.

10. The President will serve as the designated Registered Agent when needed for federal and state communications. 11. The President and Treasurer are responsible for maintaining a relationship with the CPA and submitting all paperwork necessary for audits and the completion of tax forms.

B. President-Elect

1. The President-Elect shall perform all duties of the President in the absence of the President and shall assume the office of President the following year.

2. The President-Elect shall serve on the Executive Board and shall have the privilege of attending council and committee meetings.

3. The President-Elect shall report TCMA and TCMAF news for local, state and national Alliance and Society publications.

4. The President-Elect shall participate jointly with the President in all planning for the TCMA and TCMAF. 5. After election and prior to installation, the President-Elect shall appoint committee chairs and may meet with the incoming Executive Board to formulate plans for the next year.

C. Recording Secretary

1. The Recording Secretary shall record and retain for permanent file the minutes of all meetings of the Executive Board and the general membership, send copies of the minutes to Executive Board prior to their meetings, and read such minutes at the request of the presiding officer.

2. The Recording Secretary shall serve on the Executive Board.

3. The Recording Secretary shall conduct TCMA and TCMAF correspondence at the request of the President. 4. The Recording Secretary shall notify all Executive Board members of Board meetings. D. Treasurer

1. The Treasurer shall be custodian of all TCMAF funds and shall submit monthly and yearly reports on the funds to the Executive Board and the membership, copies of which shall be filed with the Recording Secretary. 2. The Treasurer shall serve on the Executive Board.

3. The Treasurer shall make all TCMAF disbursements approved and authorized by the Executive Board and the membership and shall keep an itemized account of all activity.

4. The Treasurer shall formulate the annual budget with the President and shall present the budget in writing to the Executive Board and the membership for approval.

5. The President and Treasurer are responsible for maintaining a relationship with the CPA and submitting all paperwork necessary for audits and the completion of tax forms.

6. The Treasurer shall perform all duties of the President in the absence of both the President and President-elect. 7. The President and Treasurer are responsible for maintaining exemption status, as appropriate, for TCMA and TCMAF at federal and state levels and will make available to members current federal and state proof of exemption for both TCMA and TCMAF.

E. Treasurer-Elect

1. The Treasurer-Elect shall assist the Treasurer as custodian of all TCMA and TCMAF funds and shall assume the office of Treasurer the following year.

2. The Treasurer-Elect shall serve on the Executive Board.

3. The Treasurer-Elect shall make all TCMA disbursements approved and authorized by the Executive Board and the membership and shall keep an itemized account of all activity.

F. Parliamentarian

1. The Immediate Past President of the TCMA and TCMAF shall serve as the Parliamentarian. 2. The Parliamentarian shall advise the President, the Executive Board and the organization on points of parliamentary law.

3. The Parliamentarian shall serve on the Executive Board.

4. The Parliamentarian shall chair the nominating committee.

ARTICLE VI - VICE PRESIDENTS

Section 1.

The Vice Presidents shall be the Communications Vice President, Community Service Vice President, Community Service Vice President-Elect, Financial Development Vice President, Financial Development Vice President-Elect, Medical Affairs Vice President, Membership Vice President, Membership Vice President-Elect, Program Vice President, and Enrichment Vice President. The Vice Presidents shall serve on the Executive Board.

Section 2. Election of Vice Presidents

A. The Vice Presidents shall be elected by the membership at the first general meeting after January 1. Election shall be by ballot or acclamation.

B. The Nominating Committee shall present a slate of Vice Presidents to the membership in writing by newsletter or special mailing by January 1.

C. The term of office shall be one year.

D. Vacancies for an unexpired term of office shall be filled by the Executive Board.

Section 3. Duties of Vice Presidents

A. The Vice Presidents shall serve on the Executive Board.

B. They shall chair a council, shall call and conduct council meetings as needed and report all council recommendations, actions and important information to the Executive Board.

C. They shall serve as the liaison to their council committees, attend the meetings of their council committees as needed, and report all committee actions and activities to the Executive Board, the President and President-Elect. D. They shall report Executive Board actions and activities to the committee chairs including the calendar of the organization.

E. They shall encourage committee chairs to submit significant committee information for newsletter publication. F. They shall be responsible for securing a mid-year report by January 31 and a final report by May 31 from all their council committee chairs.

ARTICLE VII – COUNCILS

Section 1. The Councils shall be Communications Council, Community Service Council, Financial Development Council, Medical Affairs Council, Membership Council, Program Council, Enrichment Council and Past Presidents’ Council

Section 2. Composition and Responsibilities

A. Communications Council

1. The Communications Council shall consist of the Communications Council Vice President, who shall serve as council chair, and the chairs of committees as designated by the President.

2. The Council shall coordinate the internal and external communications functions of the organization. B. Community Service Council

1. The Community Service Council shall consist of the Community Service Vice President, who shall serve as council chair, Community Service Vice President-Elect, and the chairs of committees as designated by the President. 2. The Council shall oversee all projects of the organizations involving the community.

3. The Council shall receive, review and recommend to the Executive Board philanthropic funding requests. C. Financial Development Council

1. The Financial Development Council shall consist of the Financial Development Vice President, who shall serve as council chair, Financial Development Vice President-Elect, Fund Drive Chair, one member from each social event, and others appointed as necessary by the President.

2. The Council shall oversee all fund-raising activities of the organization.

D. Medical Affairs Council

1. The Medical Affairs Council shall consist of the Medical Affairs Vice President, who shall serve as council chair, and the chairs of committees as designated by the President.

2. The Council shall oversee the activities of the organization related to medical issues.

E. Membership Council

1. The Membership Council shall consist of the Membership Vice President, who shall serve as council chair, Membership Vice President-Elect and the chairs of committees as designated by the President. 2. The Council shall oversee the activities of the organization related to recruitment, retention, satisfaction and support of the membership.

F. Program Council

1. The Program Council shall consist of the Program Vice President, who shall serve as council chair, and other members as designated by the President.

2. The Council shall plan the programs and arrangements for the meetings of the organization. G. Enrichment

1. The Enrichment Council shall consist of the Enrichment Vice President, who shall serve as council chair, and the chairs of committees as designated by the President.

2. The Council shall coordinate the activities of the organization intended to improve the quality of life for physicians and their families and the community at large.

H. Past Presidents’ Council

1. The Past Presidents’ Council shall consist of the Parliamentarian, who shall serve as council chair, and all past Presidents of the organization.

2. The Council shall advise and assist the President and the Executive Board with long-range planning and general guidance.

I. The President shall be an ex-officio member of all councils and the President-Elect shall have the privilege of attending all council meetings.

ARTICLE VIII – COMMITTEES

Section 1. Standing Committees

A. Advisory Committee

1. The Advisory Committee shall consist of the President-Elect, who shall serve as committee chair, and all past Presidents of the organization.

2. The committee shall provide support and advice to the Executive Board as needed.

3. The committee shall meet at the discretion of the President-Elect.

B. Finance Committee

1. The Finance Committee shall consist of the Treasurer, who shall serve as chair, President, President-Elect, Treasurer-Elect, Financial Development Vice President, Financial Development Vice President-Elect, Community Service Vice President, Long Range Planning Committee Chair, and one member-at-large appointed by the President. 2. The committee shall oversee the preparation of the budget of the organization and shall recommend the budget to the Executive Board for approval.

C. Long Range Planning Committee

1. The Long Range Planning Committee shall consist of the chair appointed by the President, President-Elect, two Past Presidents, and four members-at-large.

2. Members shall serve a two-year term on the committee with one half of the committee rotating off each year. 3. The Chair shall have served on the Long Range Planning Committee for at least one year and shall have served as a Board or Council member.

4. The committee shall develop and oversee the long range planning for the organization. 5. The committee shall recommend revisions in the Bylaws of the organization.

D. Nominating Committee

1. The Nominating Committee shall consist of seven members including the Immediate Past President who shall serve as chair, the next two most recent past Presidents, and four members-at-large. Three of the four at-large members shall be appointed by the President with the fourth at-large member being an Executive Board member designated by the Executive Board.

2. The committee shall present the slate of officers to the membership for approval at the January general meeting.

Section 2. Special Committees

A. Special Committees may be appointed annually by the President.

B. All projects undertaken by these committees shall be approved by the Executive Board and the membership.

ARTICLE IX - MEETINGS

Section 1. Annual Meeting

The Annual meeting of the organization shall be the general meeting so designated by the Executive Board.

Section 2. Other Meetings

A. General meetings shall be held at least four times a year on the third Tuesday of the month from September to May. Any change in the date of the general meetings must be approved by the Executive Board. B. Special meetings may be called by the President.

Section 3. Quorum

Fifteen (15) members, including six (6) Executive Board members, shall constitute a quorum at a general meeting.

Section 4. Alternative Methods for Meeting and Voting

A meeting of the Executive Board or any committee or council designated by the Executive Board or a general membership meeting may be held by means of a conference telephone or similar communications equipment, another suitable electronic communications system, including videoconferencing technology or the internet, or any combination of those means, as long as the system permits each person participating in the meeting to communicate with all other persons participating in the meeting. If voting is to take place at the meeting, every person voting by means of remote communications shall be sufficiently identified and a record of any vote or other action shall be kept.

A remote member vote on any matter may be conducted by mail, by facsimile transmission, by electronic message, or by any combination of those methods, in addition to the communication methods cited in the paragraph above.

ARTICLE X - FINANCIAL REQUIREMENTS

Section 1. Financial Management

A. The TCMA is established to assist the Travis County community with health-related needs and to foster social networks for the families of medicine pursuant to IRS code 501c(6).

B. The TCMAF is established exclusively for charitable, scientific and educational purposes, strictly in connection with TCMS and the TMAA, pursuant to IRS code 501(c)(3).

C. The fiscal year shall be July 1 to June 30.

D. The books of the organization shall be kept in accord with sound accounting practices and IRS retention policies and shall be reviewed annually and audited periodically by a Certified Public Accountant.

Section 2. Dues

A. Membership dues shall include annual TCMA dues and annual TMAA dues.

B. Annual TCMA dues for active and associate members shall be set by the Executive Board and approved by the membership at the general meeting prior to fiscal year end.

C. Membership dues shall be due and payable at the beginning of each calendar year.

ARTICLE XI - PARLIAMENTARY AUTHORITY

Robert's Rules of Order, Revised, shall be the authority for all parliamentary matters not specifically covered in the Bylaws and Standing Rules.

ARTICLE XII - AMENDMENT

The Bylaws may be amended at a general or called meeting by two-thirds of the votes cast, a quorum being present. Written notice of the proposed amendment must be submitted to the membership one week in advance of the meeting.

ARTICLE XIII - DISSOLUTION

Section 1. Dissolution of the Organization

At the time of dissolution of the TCMA, all funds, property or assets on hand shall be paid over and delivered to TCMS, a 501(c)(6).

Section 2. Dissolution of the TCMAF (adopted 11/15/83)

At the time of dissolution of the TCMAF, all funds, property or other assets on hand shall be paid over and delivered to the Travis County Medical Foundation (TCMF), a 501(c)(3). In the event that the TCMF is no longer in existence, no longer qualified or otherwise unable or unwilling to accept the assets, any funds, property or other assets shall be distributed to some other charitable organization as described in 501(c)(3) of the Internal Revenue Code.