Article I. Name, Tenure, and Location
Section I. Name
The name of this organization shall be the Certification Council for Medical Auditors, Inc., hereafter referred to as the Council. This is a non-profit corporation incorporated in the State of Texas (the “Council”.
Section 2. Tenure
The Council, shall not be dissolved so long as three (3) voting members in good standing object thereto. If, however, dissolution is agreed upon by all voting members, the Board of Directors shall provide for the payment of all obligations and distribute any remaining assets within its discretion to any other non-profit and tax exempt-related educational or charitable organization or institution.
Section 3. Location
The offices of the Council shall be located in a city within the State of Texas at the discretion of the Board of Directors. The organization bylaws shall abide by the laws of the state of Texas and all bylaws shall be reviewed to assure Texas law and this organizations bylaws are in keeping with these laws. Board of Directors may not vote by proxy. Bylaws adopted by these bylaws that may fall outside of Texas state law and are enacted upon by this organization shall be null and void upon the discovery of their contradicting state law. Quorum minimums for voting shall be 5 board members unless the board decides that circumstances beyond the boards control override that number then the board may emergently redefine the minimum number needed for a quorum.
Section 4. Internal Actions by the Board of Directors
Hiring or accepting the nomination of a new board member is an important role and the board shall require a resume or CV to be reviewed by the board. A member of the board must give a personal recommendation. A quorum vote must be enacted to confirm the new member.
Firing a board member is a delicate matter and in light of the undoubted inner turmoil that would exist it is left to the president’s discretion to terminate a member. If the president is to be terminated the secretary/treasurer must ask the board for a quorum vote. Any member of the board may suggest a termination at any time and that termination may be put forth for a vote.
Overriding a quorum vote – a quorum is defined as the “requirement for a quorum is protection against totally unrepresentative action in the name of the body by an unduly small number of persons.” This paramount truth is the foundation of our organization however we recognize further that through the nature of volunteerism, personal conflict, miscommunication, or other factors the minimum number of members for a quorum may not be available for a vote. This lack of a quorum could and likely would have a paralyzing effect on this organization. For these reasons and under emergent circumstances only a quorum may be overridden by the agreement of the president, the secretary/treasurer, and the vice president.
Hiring or accepting RFP’s, bids, vendors, or other outside activities shall be subject to a board vote with a quorum required for passage. The president and treasurer/secretary may override a no vote but only under written declared emergency conditions.
Section 5. Bylaw Committee
A bylaw committee shall be formed with multiple members of the board and two non-voting members of the organization if interest is present. The bylaw committee shall be made up of four board members and will meet bi-annually to discuss and amend the bylaws. These amendments can be voted on and approved by three of the four board members and will then be eligible for a full board vote to approve. Line item vetoes will be allowed throughout the process.
Article II Objectives
The objectives of the Council shall be:
Article III Membership
Section 1. Qualification
The membership in the Association shall be composed of two categories; Council Members and Associate Members. Each Council member will be required to maintain certification as a Certified Medical Audit Specialist in good standing. An Associate member is an individual, company, organization or corporation that is engaged in a business related to, associated with, or assisting individuals engaged in the medical audit business. These members do not have to obtain the Certification as a Medical Audit Specialist
Section 2. Voting Members
Board Member will cast votes in the governance of the Association. The voting rights accorded to the active membership shall be to participate in the election of Board Officers at the annual meeting.
Section 3. Non-Voting Members
Associate Members shall have no vote nor be eligible to hold office in the Association.
Section 4. Application for Membership
All applicants for membership must submit a completed application with all of the requested information to the Council. The Admission of applicants for membership shall be subject to approval or rejection by a majority vote of the Board of Directors.
Section 5. Removal
Members in any classification may be removed from membership by majority vote of the Board of Directors. An individual who no longer qualifies for membership shall have his or her membership automatically terminated within sixty (60) days. For any cause, other than nonpayment of dues and change of employment status, removal shall occur only after due process has been followed. Any complaint against any member shall be submitted in writing to the Board of Directors. The respondent will be given a reasonable opportunity for defense before any removal decision will be issued by the Board of Directors. If a member is removed, they may file an appeal by providing written notice of intent to appeal to the principal office of the Council within thirty (30) days of the next scheduled Board of Directors meeting.
Article IV Dues
Section 1. Dues
Dues for all categories of membership shall be established by the Board of Directors.
Section 2. Delinquency and Cancellation
Any member of the Council who is delinquent in the payment of dues for a period of thirty (30) days will be notified of such delinquency and will be suspended from receiving further services normally associated with membership. If payment of said dues is not then received within thirty (30) days of such notice, the member will be dropped from the membership rolls and thereupon will forfeit all rights and privileges of membership.
Section 3. Refunds
No dues shall be refunded to any member whose membership terminates for any reason except as approved by the Board of Directors.
Article V Officers
Section 1. Officers
The elected officers of the Council shall be a President, Secretary/ Treasurer and any number of Vice-Presidential officers the Board of Directors deems are necessary.
Section 2. Qualification for Office
Any member in good standing shall be eligible for nomination and election to any elective office of the Council.
Section 3. Nomination and Election of Officers
The Nominating Committee shall prepare and submit to the members nominations for the elective Officers of the Council. Any individual that is nominated shall have given prior consent to be considered for nomination and election as an Officer of the Board. The Nominating Committee shall conduct the election and count the ballots. In said election each Founding or Council member will have one vote to cast for each position to be filled. Candidates receiving a majority of the votes for each office shall be declared elected.
Section 4. Terms of Office
Each elected officer shall serve a term of two (2) years commencing thirty (30) days following the election.
Section 5. Re-Election
All officers are eligible to be re-elected, however, their terms shall not exceed two (2) consecutive terms in any one position unless no other nominee is available.
Section 6. Duties of Officers
Article VI Board of Directors
Section 1. Authority and Responsibility
The affairs of the Association shall be managed by its Board of Directors subject to these bylaws. The Board shall have supervision, control and direction of the affairs of the Council, its committees and publications; shall determine its policies or changes therein; shall actively pursue its objectives and supervise the disbursements of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain aspects of its authority and responsibilities to the Board of Directors.
Section 2. Qualifications and Composition
The Board of Directors of the Association shall be composed of the Chairman of the Board, Vice President(s), secretary/treasurer, nominating director, ancillary members.
Section 3. Meetings
The Boards of Directors shall meet no less than quarterly.
Section 4. Quorum
A majority of officers shall constitute a quorum for the transaction of business at all meetings of the Board of Directors.
Section 5. Voting
Voting rights for board members shall not be delegated to another, nor exercised by proxy.
Section 6. Removal
The Board of Directors, at its discretion, by a majority vote of all of its members may remove any board member from office for cause.
Section 7. Compensation
Board members elected officers shall not receive any compensation for their services.
Article VII Standing and Special Committees
Section 1. Standing Committees
The President shall appoint the Chairman and members of the following Standing Committees: Nominating, Test Administration, and Recertification committees. Whenever possible, each Standing Committee shall have no less than two and no more than ten members. The term of appointment will be for one year. In order to ensure continuity of committee operations, the incoming President shall have the responsibility to reappoint at least one member of the incumbent committee to serve on the new committee. No individual shall chair more than two Standing Committees at any one time. The Board of Directors may remove any committee member for cause.
The Test Administration Committee or its designees will (i) process applications, create deficiency forms and forward to the applicants as needed, (ii) administer the CMAS exam and perform post-test analysis, (iii) send the appropriate letters to any test candidates who failed the exam; and (iv) update, review, and make recommendations and request updates for the website, handbooks and existing policies and procedures related to test administration, (v) maintain a question and answer database.
The Recertification Committee will (i) perform a second level review of all recertification applications, (ii) perform a random sample review of recertification submissions, and (iii) update, review, and make recommendations and request updates for the website handbook, and all existing policies and procedures related to recertification.
The Nominating Committee shall nominate candidates for each elected position and notify the membership of its nominations for election at least ten (10) days prior to the Annual Meeting. A ballot shall indicate those nominations recommended by the Nominations Committee and additional nominations made from the floor.
Section 2. Other Committees
The President shall appoint such other ad hoc committees as are necessary ad which are not in conflict with other provisions of these Bylaws.
Section 3. The Board of Directors
The Board of Directors shall define and delineate the duties and responsibilities of all Committees of the Council, including the Board of Directors.
Article VIII Finance
Section I. Fiscal Period
The Fiscal year of the Association or Council shall begin January 1st of each year and end on December 31st of each year.
Section 2. Budget
The Board of Directors shall adopt an operating budget covering all activities of the Council. The Treasurer shall furnish the Board of Directors during the first meeting of the Board each fiscal year, or as soon as available, a financial report of the previous year’s activities.
Section 3. Audit
The Board of Directors may select a certified public accountant or licensed public accountant to conduct an independent audit or review of the Council’s accounts and submit such report to the Board of Directors.
Article IX Indemnification
Section 1. Indemnification
Every officer or employee of the Council shall be indemnified by the Council against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon the individual in connection with any proceeding to which the individual may be made a party or in which the individual may become involved, by reason of the individual being or having been an officer or employee of the Council at the time such expenses are incurred, except in such cases wherein the officer or employee is adjudged quality of willful malfeasance in the performance of the individual’s duties.
Provided, however, in the event of a settlement, the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interest of the Association. The foregoing right of the indemnification shall be in addition to and not exclusive of all other rights to which such officer or employee may be entitled.
Article X Amendments
Section 1. Amendments
These Bylaws may be amended by a two-thirds vote of the delegates present at any Board of Directors meeting duly called for that purpose, provided notice of such changes have been sent, in writing, to the members no less than thirty (30) days before such meeting. Amendments shall become effective upon their adoption.
Amended: cb, rg, ps, sd
Date of Amendment 2/27/2015
Council for Certification of Medical Auditors, Inc. ©