ByLaws for PAFT

Posted on 21st Feb 2022 00:34:40 in Legal

Tagged as: bylaws, committee, amendments, voting, proposal, board of directors, corporation, roberts rule, registration certificate, candidacy, membership, elections

 

ByLaws for PA's for Tomorrow

 

1…Article I: Name

1.1. The name and title by which this corporation shall be known is the PAS FOR TOMORROW (PAFT), INCORPORATED, herein after known as the Corporation or PAFT.

1.2. The Corporation is incorporated under the name of PAS FOR TOMORROW, INCORPORATED. It is established under the laws of the State of Florida.

1.3. The term PA, physician assistant, physician associate, or any other title approved by the American Academy of Physician Assistants House of Delegates shall be considered equivalent and fully interchangeable.

 

Article II: Purpose and Mission

2.1. Purpose

2.1.1. The Corporation is organized and shall be operated exclusively for educational, advocacy and scientific purposes. In furtherance of these purposes, the Corporation shall, through appropriate mechanisms, represent PAs and PA students, so as to maximize the benefit of their services to the public.  The Corporation shall:

2.1.2. Encourage its membership to render quality service to the health professions and to the public.

2.1.3. Advocate for the improvement of role definitions for the PA.

2.1.4. Insist on the highest standard of integrity of PAs and the PA Profession, beginning with our own membership.

2.1.5. Develop, coordinate and participate in studies having an impact either directly or indirectly, on the PA profession.

2.1.6. Serve as a public information center with respect to its members, health professions, and the public.

2.1.7. Encourage persons with interest to enter training to become PAs.

2.1.8.   Encourage PAs to join and work with their State Chapters to develop rules and laws to improve the PA profession.

2.1.9.   Encourage the publication by PAs, and others, of research into medical or scientific subjects with a view to the improvement of general medical practice, in any field.  When requested to assist others in undertaking such research.

2.1.10.   Cooperate with other bodies in all matters relating to, or connected with, the attainment of the goals and purposes for which the Corporation is established.

2.1.11.   Notwithstanding any other provision of these Bylaws, the Corporation shall exercise its powers, rights and privileges, whether conferred by this instrument or by the laws of the State of Florida or otherwise, in furtherance of its educational, advocacy, and scientific purposes.

 

2.2. Mission

2.2.1. The mission of the Corporation is to support the development of PAs and to promote and further the PA profession.

2.2.2. PAs for Tomorrow is a professional group PAs committed to the idea that the PA profession must present itself accurately as full professionals in order to survive and prosper in the medical marketplace.

2.2.3. We believe every PA must be represented by a title that accurately reflects their full worth.

2.2.4. We support actions and legislation that remove barriers to PA medical practice, allowing the PA to provide more effective medical care.

2.2.5. Our profession requires research that quantifies our full impact in the medical world, throughout our scope-of-practice, both in primary and specialty care.

2.2.6. We believe in fair reimbursement for our medical services.

2.2.7. As PAs, we affect and benefit millions of patients each day, not only in the United States, but also throughout the world.

2.2.8.  We support legislation change allowing PAs to enter into partnerships in medical corporations, limited liability companies, and private medical practices.

2.2.9.  We support legislation we believe improves the future of PA practice.

 

Article III: Membership

3.1. General. Membership in this organization shall be open to men and women who support the concept and practice of PAs and who meet the requirements set forth in this section.

 

3.2. Membership Categories.

3.2.1. The membership shall consist of charter member, fellow member, student member, affililate, corporate, pre-PA student,, retired PA, and other such categories as may be recognized by the membership.

3.2.2. A charter member is a graduate of a nationally recognized PA program and is a member in good standing within the medical professional community.  They are the initial members of the corporation and shall have all rights and privileges of fellow members, providing their membership remains in good standing.  For the purpose of these bylaws, Founding Members are considered charter members.

3.2.3. A Fellow member is a PA who is a graduate of a nationally recognized PA program and is a member in good standing within the medical professional community, and who currently meet the requirements to practice, and are practicing in their state / or with the federal government.   For the purpose of this document, practicing will mean working in any position as a PA, ie practicing medicine, education, research or any other position where being a PA is a requirement to the job description.  Fellow members may vote for officers and directors and be eligible to hold office.

3.2.4. A student member is an individual who is enrolled in an approved entry-level PA program, Student members will be allowed to vote for the two student representative positions to the Board of Directors. These two students shall be elected by his/her peers for a one-year term, to sit on the Board of Directors and shall have and enjoy all rights and privileges of any such member of the board.

3.2.5. Pre-student members consist of individuals who have a desire to enter the PA profession in the future and those who have been accepted, but not yet matriculated, into a recognized PA program.  They will not be entitled to vote or to hold office.  They will not have privileges of the floor.  Upon enrollment into a recognized PA training program, future student members may apply for student membership, and upon payment of required fees/dues be transferred to the student membership category with all rights and privileges of that category.

3.2.6. Affiliate  members shall consist of individuals approved by the membership from  other allied health professions who desire to associate with the Corporation. Affiliate  members will not be entitled to vote or to hold office, but shall be entitled to privileges of the floor and may serve on committees.

3.2.7. Retired members are PAs who have fully retired from practice and / or no longer involved in PA related education or research.    Retired members may serve on committees and have all privileges of fellow members. Retired members that accept PA related positions should change their membership to an appropriate category.

3.2.8.   Applications for membership shall be made in a form approved for that purpose by the Board of Directors. The Chair of the Membership Committee will approve membership applications.

 

3.3.   Non-discrimination:

3.3.2.   Membership shall be accorded to any person meeting the requirements set forth for the class of membership applied for with no consideration for sex, race, religion, or other criteria.

 

3.4.  Dues

3.4.1.   Dues for each category of membership shall be determined at least annually by the Board of Directors to assure that adequate resources are available for the conducting of the activities of the organization.

 

Article IV: Elections

4.1. The elected officers of the organization shall be the President, President-Elect, Immediate Past President, Vice-President, Secretary, Treasurer, two student directors, and a number of Directors-at-Large determined by the BOD yearly as needed.

4.2. The terms of office for each elected officer shall be two calendar years, with elections held at such time to comply with requirements for officers and delegates of the Corporation.

4.2.1. The term of office for president, immediate past president, president elect, and student directors, shall be one year.   The term of office for directors-at-large, secretary, and treasurer shall be two years.

4.2.2. The term of office for vice president shall be one years to preserve continuity.

4.3. Eligibility and qualifications of candidates.

4.3.1. Qualified candidates for office are fellow members in good standing for at least three months prior to calls for nominations. Qualified candidates for student director are student members in good standing.

 

4.4. Candidacy.

4.4.1. Candidacy for office are made by self-declaration at a time and in a form designated by the Board of Directors.

4.4.2.  The Election Committee Chair ensures all candidates are duly qualified for the position sought.

 

4.5. Elections.

4.5.1. Ballots shall be distributed to all members in good standing of the organization listed on the membership roster at least 30 days prior to the date of the election.  Student members will be entitled to vote only for the student representatives to the board.  The date and manner of distribution of the ballots shall be determined by the Board of Directors.  Non-student members shall not vote for student members.

4.5.2. Voting takes place in a format determined by the Board of Directors with ballots distributed to all eligible voters by a date determined by the Board of Directors and returned by a date determined by the Board of Directors and publicized to all members of the organization. A plurality of the votes cast determines the winner of the office contested.  Results of the election process shall be made public within seven working days of close of ballots.

 

4.5.3. For tied voting results

4.5.3.1. Should any two, or more, candidates receive equal number of votes, a runoff vote shall take place within 3 days of announcement of the tie vote.  The winner of the run-off election secures the position.

4.5.3.2. Should two candidates receive equal votes in the run off election, the winning candidate will be determined by coin flip by the chair of the elections committee, witnessed by at least one member of the executive committee.

 

4.6. Assumption of Office.

4.6.1.  Officers shall assume their offices on a date as determined by the outgoing Board of Directors, but not later than the last calendar day of the month following publication of election results.

 

4.7.  Vacancies in Office.

4.7.1   Should a vacancy occur in an office, the following procedure for replacement shall apply:

 

4.7.1.2  President.

4.7.1.2.1  The vice-president assumes the office of President upon a vacancy and serves the remainder of the assumed term, including the term for immediate past president.

 

4.7.1.3.  Officers other than President.

4.7.1.3.1  Vacancies in the remaining offices are filled at the next regularly scheduled board of directors meeting by appointment of an eligible candidate from a list of volunteers solicited from the membership. Vacancies may be filled at a special meeting of the board of directors, provided that meeting is called in accordance with the provisions of these bylaws, section 7.2.

4.7.1.3.2. Members appointed by the board of directors to fulfill vacancy positions shall assume office immediately upon appointment by the board.

4.8.  Members elected to the board in a general election shall assume their positions at a date and time determined by the outgoing board of directors, but not later than the first day of the following calendar month in which the results of the election are announced.

 

Article V: Board of Directors

5.1. The Officers of the Corporation are outlined in article 4.1. The officers are the only voting members of the Board of Directors.

5.2. There are up to ten (10) directors, the current number determined by the BOD based on membership census and BOD requirements.

 

5.3.   Officers Duties

5.3.1. President. The President shall be the public representative and spokesperson for the organization. The President shall appoint the Chairs of standing and ad hoc committees with the advice of the Board of Directors. The President presides over and make a report at the regularly schedule BOD meetings.  The outgoing President also presides over the annual meeting of the membership, giving a report covering the last years activities of the Board of Directors and any recommendations for consideration by the general membership.

5.3.1.1.  President-elect.  The president-elect shall perform such duties and have responsibilities as prescribed by the President or Board of Directors. By-laws Committee Chair expected to solicit and prepare any required potential By-Laws alterations for the membership to vote on at the annual meeting.

5.3.2.1. Immediate Past-president.  Assists the President serving as guide and source of information, when requested.

5.4.  Vice President. Assume the office of the president in the case of vacancy. The Vice President assumes all of the Presidents roles and responsibilities in the absence of the President.  Elections committee Chair.

5.5. Treasurer. Responsible for accurate maintenance and accounting of the finances of the organization. Gives a report at the annual meeting of the membership of the general financial condition of the organization. Responsible for and oversees all financial matters of the organization and reimbursements.  The Treasurer deposits, or cause to be deposited, such monies generated by the organization into such accounts as are established by the Board of Directors; Disburses such monies as necessary on order of the Board of Directors;  Maintains such records of these transactions as necessary; reports to the Board of Directors the financial status of the organization and accounts when requested.  Financial Committee Chair.

5.6.  Secretary. Records and maintains the minutes of the regular and other meetings of the Board of Directors and the annual membership meeting; Maintains and conducts correspondence on behalf of the Board of Directors.

5.7. Directors at Large (DAL).  Minimum two (2) DAL with the actual number to be determined by each outgoing Board of Directors, prior to setting elections rules.  Directors-at- large serve as full voting members on the Board of Directors and such other duties as may be assigned, by the BOD or President of the Board, including chairing of committees.

5.8. Student Directors.  Full members of the board, and represent the student membership at large, and such other duties as may be assigned, with due consideration to their status as students.

 

Article VI: Duties and Responsibilities of the Board of Directors

6.1. Without prejudice to the duties and responsibilities confirmed by the laws of the State of Florida, by the Article of Incorporation, or by these Bylaws, the directors of the Corporation shall be responsible for the implementation of policies and for the property, business, and financial affairs of the Corporation. It is expressly declared that the Board of Directors shall have the following duties and responsibilities:

6.1.1. Implement policy as directed by the Membership.

6.1.2. Direct the activities of the Corporation.

6.1.3. Provide for the management of the affairs of the Corporation in such a manner as may be necessary or as directed by the Membership.

6.1.4. Establish committees necessary for the performance of its duties.

6.1.5. Annually review, and update, the Corporation’s management and strategic plans to attain the goals of the Corporation.

6.1.6. To call special meetings of the Membership as provided under Article 7.2, Section 1.

6.1.7. To report the activities of the Board of Directors for the preceding year to the Membership at the Corporation’s annual meeting.

 

Article VII: Meetings

7.1. BOD Regular Meetings.  The Board of Directors regularly meet at a time and place established by Board policy.  There are no less than two meetings in any calendar year. At least 51% of the board of directors must be present to constitute a quorum for conducting of business by the Board.  The use of telecommunications devices count as being present, so long as the board member can, at a minimum, hear and be heard.

7.2.  BOD Special Meetings: Called by the Secretary upon (1) request by the President, or (2) written request by 25% of the members of the Board, or (3) by written request of 20% of the general membership. Notice of the special meeting shall be made by means determined by the Board at least two weeks before the date of the special meeting with the subject of the meeting presented and action by the Board limited to the subject at hand.

7.3. General Membership Meetings: Convene at least one general membership meeting each calendar year at a time and place determined by the Board of Directors. The eligible voting members present at the meeting shall constitute a quorum for the purposes of conducting the business of the organization.

7.4. General Membership Special Meetings.  Called by the Secretary upon (1) request of the President or (2)written request by 25% of eligible voting members in good standing. Notice of the special meeting shall made under policies and procedures established by the Board of Directors with the date and subject of the meeting provided to the membership at least two weeks prior to the date of the special meeting with the subject of the meeting presented and action by the membership limited to the subject at hand.  Special meetings may be via telecommunications.

 

Article VIII: Executive Committee

8.1. The executive committee of the Board of Directors shall consist of the president, vice president, secretary, immediate past president, president-elect, and the treasurer.

8.2. The executive committee, chaired by the President, may meet regularly for planning and discussion purposes but shall be empowered to act for the Board on emergency matters only.

8.3. Actions of the executive committee shall be reported to the Board of Directors no later than the board’s following meeting. All such committee actions must be reviewed and approved by the Board of Directors and shall be included in the official board minutes.

 

Article IX: Standing Committees

9.1.  Executive Committee: Chaired by the President.  Confers with the President in setting the agendas for all business meetings.

9.2. Finance Committee:  Chaired by the Treasurer. Responsible for overseeing all monies and transactions as well as maintenance of all financial dealings of the organization.  The chair shall commission an independent audit of all financials taking office.  The BOD may vote to waive this requirement in the case of an incumbent Treasurer securing the position for additional terms.

9.3. Membership Committee:  Chaired by a designated Board member.  Responsible to encourage and promote membership by coordinating the recruitment, retention, and development of the organization’s members. They review and approve applications for membership in the organization as well as issue notices of renewal upon expiration of the term of membership according to policies and procedures established by the Board of Directors. Deposit any monies generated by membership dues to accounts designated by the Treasurer as established by the Board of Directors. Maintain an accurate and timely list of members in good standing.  This committee also presents to the board any member who’s membership is in jeopardy for cause.  This committee assists the Election Committee on determining eligibility of members to run for office.

9.4.  Public Relations Committee: Chaired by a member appointed by the President, with the approval of the Board of Directors. Responsible for the production and distribution of the newsletter, the submission of news releases to the appropriate media services and other activities to enhance the public awareness of the PA profession, the Corporation and its individual members.

9.5. Elections Committee:  Chaired by the Vice President.  Prepares a slate of candidates to fill positions on the Board of Directors. The Committee shall establish rules and regulations governing the elections. The committee shall conduct the elections in the manner described in Article 5.

9.6.  Bylaws Committee:  Chaired by the president-elect. Conducts an annual review of the potential need for, and presents a proposal to make, any changes to the By Laws to the BOD at least 60 days prior to the General Membership meeting.

9.7.  Budgets:  All committees requiring funding submit a budget to the BOD within 30 days of the chair taking office, with approval settled by 60 days from said date.

9.8    These bylaws establish the standing committees of the Corporation, and the list of standing committees may be modified by the Membership through the Board of Directors. Appointing committee chairs is the purvue of the President of the board.  Establishing temporary and / or ad hoc committees, subcommittees, councils or task forces is the responsibility of the Board of Directors.

9.9.   Each committee is responsible for the performance of its duties and responsibilities. The Board of Directors establishes and appoints other such committees as may be necessary to carry out the duties of the corporation.

9.10.    Either the Membership, through the Board of Directors, or the Board of Directors may establish Ad hoc committees.  Such ad hoc committees shall be established for a specific purpose and shall report to the authority that appointed them.  The ad hoc committee shall cease to exist when its assignment is completed and a final report is issued.

 

Article X: Judicial Affairs

10.1.  The Board of Directors shall serve as the judicial body of the Corporation.

10.2.  The Corporation has the inherent right to discipline, suspend, or expel a Corporation member.

10.3.   Anyone may in good faith prefer charges against any Corporation member believed to have violated the Corporation bylaws, policies, or rules, or for unprofessional or unethical conduct.

10.4.   The Corporation, through the Board of Directors and after due notice and hearing, may discipline any member for a violation of Corporation bylaws, policies, or rules, or for unethical or unprofessional conduct.

10.5.   If any member has their PA license, registration or certificate revoked as a result of a final adjudicated disciplinary action for violation of their professional practice statutes or regulations, their membership shall automatically be revoked.

10.6.  Any individual who has their PA license revoked, as the result of a final adjudicated disciplinary action for violation of their professional practices statutes or regulations, shall be ineligible to reapply for membership during the period of that revocation.

10.7.   Any officer or elected official of the Corporation may be disciplined or removed from office in accordance with procedures established by the Board of Directors and approved by the membership.

10.8.    Membership may request a special election for removal of any elected board member, providing at least 30 per cent of the membership has requested special election in writing.  Vacancies created by this procedure will be filled in the manner outlined for vacancies in office within these bylaws, section 4.7.

10.9.   Membership may request removal of an appointed board member or committee chair through the board of directors, providing at least 50 percent of the membership has requested removal in writing.

 

Article XI: Rules of Order

11.1.   All meetings of the Corporation, and the Board of Directors shall be governed by the parliamentary rules and usages contained in the current edition of Roberts Rules of order, newly revised, unless suitable replacement is presented, discussed, and approved by vote of the BOD.

 

Article XII: Dues and Assessments

12.1.   The Board of directors shall determine the amount of dues and any assessments.

 

Article XIII: Amendments

13.1.   The power to amend Bylaws shall be vested solely in the Membership.

13.2.    A proposal for the amendment or repeal of Bylaws or adoption of new Bylaws to be submitted by the Board of Directors is initiated by the:

13.2.1.   Board of Directors

13.2.2.   any standing committee or council, through the By Laws committee, to the BOD

13.2.3.   the Student Directors, through the By Laws committee, to the BOD.

13.2.4.   Any individual member, through the Bylaws committee, to the BOD.

13.3.    Proposed amendments are in such form as the Bylaws Committee directs and each amendment shall be filed with the bylaws committee at least three (3) months prior to the any general membership meeting. The Bylaws Committee shall be exempt from the three (3) month filing requirement.

13.3.1.   The Bylaws Committee presents each proposal to members substantially in the form presented to the committee with such technical changes and conforming amendments to the proposal or existing bylaws as the committee deems necessary or desirable. The proposed amendment is printed and distributed to each member at least 30 days prior a general membership meeting.

13.3.2.   Amendments conforming to the above four (4) sections will require a two-thirds (2/3) vote of all members present and voting.

13.3.3.   By an 80 percent vote of all members present and voting of the proposal to amend the Bylaws may be made and acted upon at the same meeting without prior notice. An 80 percent vote of the members present and voting of the likewise be required for adoption of such amendments.