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TEXAS ALLIANCE FOR CONTINUING MEDICAL EDUCATION (TACME), INC.
BYLAWS
(Revised June
26, 2008)
ARTICLE I: NAME, LOCATION, MISSION, AND VISION
Section 1: Name
The name of the organization is the Texas Alliance for Continuing Medical Education,
Inc., hereafter referred to as the Texas Alliance.
Section 2: Location
The official address of the Texas Alliance shall be the Secretary's address.
Since the Texas Alliance will not maintain an operations office, the secretary's address will serve as the location of the Texas Alliance, until such time as the Texas
Alliance establishes a permanent address.
Section 3: Mission
The Mission of the Texas Alliance for Continuing Medical Education (TACME) is to
promote quality continuing medical education (CME) in the state of Texas and provide
opportunities for professional growth and development to all individual professionals and
representatives of institutions and commercial companies involved with planning,
implementing, and/or supporting CME in Texas. Members will be provided with opportunities
to participate in TACME-sponsored activities which include, but are not restricted to
a.) local, regional, and national networks for CME providers that will facilitate
mentoring, preparing for accreditation review or on-site survey, sharing experiences, and
exploring solutions for situations and problems associated with planning, implementing,
and managing CME programs.
b.) continuing education for CME professionals in all aspects of CME management through
a variety of activities -- including teleconferencing.
c.) the exchange of information and the development of relationships among all groups
and organizations involved with CME (i.e., pharmaceutical companies, vendors,
publications, electronic information services, other health care professions).
d.) open communication between regional, state, and national CME professional
organizations (i.e., the Texas Medical Association (TMA), the Accreditation Council for
Continuing Medical Education (ACCME), and the Alliance for Continuing Medical Education
(ACME) in order to
1.) review and recommend professional standards for Texas CME providers.
2.) review and recommend, on behalf of Texas CME providers, any proposals and/or
revisions of the CME regulations.
3.) identify and communicate a need for formal and informal CME professional education
and/or support service.
4.) identify and communicate Texas health care trends and issues that may require a
change in the overall CME process and design.
5.) provide a venue by which members may be represented and recognized for awards and
commendation, and serve in elected and appointed board positions.
Section 4: Vision
(1) Provide a variety of learning activities which facilitate expansion of continuing
physician development. (2) Provide a forum to explore environmental factors that affect
the provision of CME. (3) Provide mechanisms for networking among CME professionals. (4)
Set standards to professionalize CME. (5) Provide a forum for exchange of CME management
ideas. (6) Facilitate the formation of intrastate local/regional CME groups for exchange
of practical information concerning daily operations.
Article II: Membership
Membership in the Texas Alliance is open to individuals and institutions throughout
Texas who are engaged in or interested in continuing education for physicians. Memberships
must be renewed annually and are based on the calendar year.
Section 1: Categories of Membership:
a. Individual members: Any individual, including but not limited to
those in medical practice, medical education, government, and the pharmaceutical or other
industry, who is engaged in teaching, learning, organizing, producing, evaluating,
financing or studying aspects of continuing medical education, shall be eligible for
individual membership provided that the individual's goal/motivation in becoming a TACME
member is for education and not for profit. An individual shall become an individual
member upon making proper application, supplying demographic information, and paying such
dues as the Board may set from time to time. All individual members shall be eligible to
vote and to hold office.
b. Institutional members: Upon making proper application, institutions
or organizations engaged in or interested in CME may become institutional members under
such policies and by paying such dues as the Board may set from time to time.
Institutional members may designate three representatives, according to guidelines
established by the Board, each of whom shall have the same status and privileges as any
other members of the Texas Alliance, i.e., they will be eligible to vote and hold office.
Institutional memberships will remain with the supporting institution in the event of
personnel changes.
Section 2: Termination of membership: Membership shall be terminated
by the death, voluntary withdrawal or expulsion of the member, or by non-payment of dues.
A member may be expelled by a two-thirds vote of the Board.
ARTICLE III: MEETINGS OF MEMBERS
Section 1: Annual Meetings: An annual meeting of members shall be held
for the purpose of electing members of the Board and for the transaction of such other
business as may properly come before the meeting. The annual meeting of members shall
customarily be held in June at such specific time and place as is determined by the Board.
The Board shall have the authority to change the time and place of the annual meeting at
any time, in accordance with Section 3 hereunder.
Section 2: Special Meetings: Special meetings of members shall be held
upon call of the President, a majority of the Board, or at the signed request of twenty
percent (20%) of the active members.
Section 3: Notification: Notice of the time and place of holding
meetings of members shall be announced by direct or electronic mail not less than thirty
(30) days before the meeting.
Section 4: Quorum: Ten percent
(10%) of the current membership of the Texas
Alliance (counting individual members and individuals designated as members by
institutional members) shall constitute a quorum at any meeting of members. If a quorum is
not present, a majority of members present shall adjourn the meeting without taking any
action.
Section 5: Voting: Each qualified member shall have one vote. Any vote
by the membership may be conducted in any manner appropriate to the nature, seriousness,
and timeliness of the issue at hand (e.g., telephone poll, mail vote). No proxy votes are
allowed.
ARTICLE IV: BOARD
Section 1: Name: The name of the governing body of the Texas Alliance
shall be the Board of Directors.
Section 2: Number, Qualifications and Term of Office:
The number of elected Board members shall be as determined by the Board
from time to time but shall be not less than five (5). Board members shall be
elected for two-year terms. No elected Board member may serve more than two consecutive terms in
any one position (Partial and/or Acting terms are not applicable). A
Board member shall take office at the conclusion of the Annual Meeting at which
he/she was elected and shall continue in office until his/her successor is
elected and qualified. Board terms should be structured such that,
each year, fewer than one-half of the Board Members are new.
Section 3: Makeup: The Board shall be made up of,
but not limited to, the following individuals: the President, Immediate Past President
or President-Elect, Secretary, Treasurer, Regional Coordinators and two (2) Members-at-Large.
The Board shall immediately include one individual
from each new region approved by the Board.
Section 4: Nomination and Election: Nominations for the Board shall be
presented to the membership by the Board, acting on the recommendations of the Nominating
Committee designated by the Board. Nominations will also be solicited from the active
membership at large. A nominee, to be elected, must receive a majority or plurality (if
more than two candidates) of votes cast by active members.
Section 5: Removal: Any Board member may be removed at any regular or
special meeting of the Board called for that purpose, by a vote of a two-thirds majority
of all Board members.
Section 6: Vacancies: In case of a vacancy on the Board, a successor
to fill the unexpired portion of the term may be elected by a majority of the Board
members.
Section 7: Powers and Duties: The Board shall have general power to
manage and control the activities, property, and affairs of the Texas Alliance, and shall
have full power, by majority vote, to adopt rules and regulations governing the action of
the Board and shall have full and complete authority with respect to the distribution and
payment of the monies received by the Texas Alliance from time to time, except that the
fundamental and basic purposes of the Texas Alliance, as expressed in the Certificate of
Incorporation, shall not thereby be amended or changed, and except further that the Board
shall not permit any part of the net earnings or capital to inure to the benefit of any
member or other private individual, except as provided in Article IV, Section 12.
Section 8: Place of Meeting: The Board may hold its meetings at such
place or places as the Board may from time to time determine.
Section 9: Annual Meeting: The annual meeting of the Board shall be
held immediately preceding, or immediately following, the annual meeting of the members.
Notice of the time and place of holding such annual meeting shall be given by the
President of the Texas Alliance by mailing or otherwise delivering thereof to each Board
member not less than thirty (30) days before such meeting.
Section 10: Special meetings: Special meetings of the Board may be
held at any time and place upon the call of the President or of any three Board members.
Special meetings may be held by telephone if a majority of the Board members consent to
such a meeting and after an effort has been made to contact all Board members. Notice of
the time, place and purpose of every special meeting of the Board shall be given by the
President of the Texas Alliance by mailing, telephoning, or otherwise delivering the same
to each Board member not less than seven (7) days before the meeting.
Section 11: Quorum and Voting: At each meeting of the Board, a
majority of Board members in office shall constitute a quorum for the transaction of
business. Except as otherwise stated in these Bylaws, the Board shall take action by a
simple majority vote.
Section 12: Compensation:
No
Board Member or officer shall receive, directly or indirectly, any salary from
the Texas Alliance.
The Corporation is empowered to pay reasonable and necessary expenses
related to services rendered and to make payments and distributions in
furtherance of the corporation's purposes.
The Board shall establish policies regulating to what extent Board
members can pay for and be reimbursed for out-of-pocket expenses related to
providing services for the Texas Alliance.
Section 13: Committees: Committees of the Texas Alliance are
authorized by the Board. Except as noted below, chairs of committees are appointed by the
President. Committee members are designated by the committee chairs. The president shall
serve as an ex-officio member of all committees.
The following are designated as Standing Committees of the Texas Alliance. The broad
goals of their operation are listed below. Specific objectives for their functioning are
the responsibility of the committee chairs and members under the guidance of the President
and Board.
a. Executive Committee: The Executive Committee of the Board shall
consist of the President, President-Elect or immediate Past President, Secretary,
Treasurer and such others as the Board may from time to time designate. The Executive
Committee shall have oversight of the annual budget of the Texas Alliance, including all
expenses and income and shall advise the Board on means to optimize the expense/income
ratio to preserve the financial well being of the Texas Alliance.
b. Membership Services Committee: The Membership Services Committee
shall be responsible for maintaining membership records through the Secretary, for
communication to the members on membership matters, and for developing strategies to
promote membership and membership benefits. The Regional Coordinators shall serve as
members of the Membership Services Committee. The Texas Alliance Secretary shall serve as
the chair of the Membership Services Committee.
c. Nominating Committee:
The Nominating Committee shall consist of five positions (four members and a
chairperson), all appointed by the President. The five Nominating Committee
positions shall represent the Texas Alliance constituency geographically. Two
positions shall be filled by members of the Board, and three positions shall be
filled from the general membership of the Texas Alliance.
The Chairperson for the Nominating Committee shall be the Immediate Past
President (when there is an immediate Past President on the Board). In the years
when there is no Immediate Past President serving on the board or the Immediate
Past President is unable to serve as chairperson of the Nominating Committee, an
individual from the general membership shall be appointed by the President to
serve as chairperson of the Nominating Committee.
d. Communications Committee: The Communications Committee is
responsible for assessing the Texas Alliance's communications needs, investigating
potential means to meet these needs, recommending communications tools and implementing
chosen ideas. The President shall appoint the chair of the Communications
Committee.
e. Professional Education Committee: The Professional Education
Committee shall be responsible for determining the development needs of CME professionals
throughout the state and recommending, coordinating and evaluating appropriate educational
events to meet those needs. Annual budgets for professional education shall be determined
by the Board; however, the Professional Education Committee will be responsible for
recommending the effective use of these funds. The Texas Alliance President-Elect shall
serve as the chair of the Professional Education Committee; the Texas Alliance Immediate
Past President shall serve as the chair of this committee in the year prior to the year of
the election of the President-Elect.
f. Other Committees: The Board may designate such other committees or
task forces as it deems appropriate. The chair of such committees shall be appointed by
the President and whose members shall be appointed by the chair.
ARTICLE V: OFFICERS
Section 1: Number and Qualifications: The officers of the Texas
Alliance shall be elected by the general voting membership and shall be a President,
President-Elect or the Immediate Past President, Secretary, Treasurer, one (1) Regional
Coordinator from each designated region and two (2) Members-at-Large. These officers shall perform the duties prescribed by these
Bylaws.
Section 2: Election and Term of Office: The President, Secretary,
Treasurer, Regional Coordinators and Members-at-Large shall be elected for a
two-year term at the Texas Alliance annual meeting and, subject to Sections 3
and 4 of this Article, shall serve until their respective successors have been
elected and qualified. The President shall serve as President-Elect for one year
prior to confirmation as President and one year as Immediate Past President
after serving the term for President. Election of Regional Coordinators
shall be by majority vote of members in the region or by the Board until such
time as an election is held.
Section 3: Removal: A two-thirds vote by the Board is required to
remove any officer of the Texas Alliance.
Section 4: Vacancies: In case of a vacancy in the office of the
President, President-Elect, Secretary, Treasurer, Regional Coordinators or
Members-at-Large, a successor to fill the unexpired
portion of the term may be appointed by the Board at a special meeting called for that
purpose, providing Board members are notified of the meeting thirty (30) days in advance
of such a meeting. Should the Immediate Past President be unable to serve the
duties, a voting member of the Texas Alliance shall be appointed to fulfill said
duties of the unexpired portion of that term.
Section 5: Powers and Duties of Elected Officers:
a. President: The President shall preside at all meetings of the
general membership and the Board of the Texas Alliance. The President shall exercise
general supervision over the affairs of the Texas Alliance and shall be an ex-officio
member of all committees of the Board. He/she shall have the power to sign with the
Treasurer, in the name of the Texas Alliance, all contracts authorized either generally or
specifically by the Board. The President shall
appoint the chairs of all committees, task forces of the Board, and any
ex-officio members of the Board, and perform such other
duties as may be assigned by the Board.
b. President-Elect: The President-Elect shall have such powers and
duties as may be assigned to him/her by the Board. In the absence of the President, the
President-Elect shall perform the duties of the President. When there is no
President-Elect or if neither the President nor the President-Elect can serve, the
Immediate Past President shall serve.
c. Secretary: The Secretary shall exercise general supervision over
all aspects of the Texas Alliance's communications, membership reports and minutes. The
Secretary shall maintain a list of all dues-paying Texas Alliance memberships. The
Secretary shall also ensure that corporate reports are in a form determined from time to
time by the Board.
d. Treasurer: The Treasurer shall exercise general supervision over
all aspects of the Texas Alliance's financial affairs. The Treasurer shall ensure that
audit reports are presented to the Board annually. The Treasurer shall also ensure that
financial reports are submitted in the proper form as determined by the Board from time to
time.
He/she shall receive the bank statements and reconcile the accounts of the Texas Alliance.
e. The Immediate Past President: The Immediate Past President shall
serve on the Board for one (1) year following the completion of the term of office of
President.
f. Regional Coordinators: The regional coordinators shall serve to
represent the interests of the region to which he/she is elected. Election of Regional
Coordinators shall be by majority vote of members in the region or by the Board until such
time as an election is held.
g.
Members-at-Large: The Members-at-Large will serve to represent the interests
of the members at large.
ARTICLE VI: CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.
The Board may select such depositories as it shall deem proper for the funds of the
Texas Alliance and shall determine who shall be authorized in the Texas Alliance's behalf
to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and
documents.
The Board shall
enact ways of insuring that the financial transactions of TACME are handled in
an appropriate, verifiable manner.
ARTICLE VII: OFFICE AND BOOKS
Books: There shall be kept, by the Secretary, correct books of account
and transactions of the activities of the Texas Alliance, including a minute book, which
shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, all
minutes of the Board and the annual financial report of the Treasurer required by Article
V, Section 5.d. of the Bylaws. All such documents shall be available for inspection by any
active member upon request at a time and place mutually convenient to the requesting
member and the Secretary.
ARTICLE VIII: FINANCIAL REPORTS
The Treasurer must report the financial status of the Texas Alliance, including, but
not limited to, a categorical summary of all transactions, as defined from time to time by
the Board. The Treasurer will make available to any requesting member of the Texas
Alliance a detailed account of all financial transactions, within a reasonable amount of
time.
ARTICLE IX: FISCAL YEAR
The fiscal year of the Texas Alliance shall be the calendar year.
ARTICLE X: AMENDMENTS
These Bylaws may be amended by the affirmative vote of a majority of all active
members. Such action may be initiated at any TACME meeting which includes notice of such
proposed action, and by the affirmative vote of a majority of members voting.
We certify that these
Bylaws were adopted by the Board of the Texas
Alliance for Continuing Medical Education (TACME), Inc. on June 10, 1998.
Adopted by TACME General Membership on June 11, 1998.
Mark Gregg, President Date Marti Busbee,Secretary Date
TACME
TACME
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