ByLaws

_______________________________________________

BYLAWS

 

of the

 

TEXAS ALLIANCE  FOR PATIENT SERVICES

_______________________________________________

 

Revised 2009

 

 

 

TABLE OF CONTENTS

 

Article Page

 

Section

 

1.01

NAME ……………………………………………………………………………………………… 1

2.01

PURPOSE AND EXEMPT ACTIVITIES ……………………………………………… 1

2.02 Inurement

2.04 Dissolution of the Corporation

 

3.01

BOARD OF DIRECTORS ………………………………………………………………… 2

3.02 General Powers

3.03 Number, Appointment, Tenure

3.04 Eligibility

3.05 Election of Officers and Directors

3.06 Vacancies

3.07 Removal

3.08 Compensation

3.09 Regular Meetings of the Board of Directors

3.10 Special Meetings of the Board of Directors

3.11 Notice

3.12 Quorum

3.13 Manner of Acting

3.14 Board Action by Mail, Telephone or Electronic Communications

3.15 Select Committees

 

4.01

MEMBERS OF THE BOARD OF DIRECTORS…………………………………… 6

4.01 Officers

4.02 Duties

4.03 Directors

4.04 Advisors to the Board of Directors

4.05 Executive Director

4.06 Other Contracted Services

 

5.01

MEMBERSHIP ………………………………………………………………………………… 8

5.01 Types of Memberships

5.02 Voting by Members

5.03 Membership Resignation

5.04 Membership Termination

5.05 Membership Reinstatement

5.06 Annual Meeting

5.07 Special Meetings

5.08 Place of Meeting

5.09 Notice of Meetings

5.10 Action by Mail or Electronic Communications

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6.01

DUES ……………………………………………………………………………………………. 10

6.01 Rate of Dues

6.02 Dues Delinquency

 

7.01

COMMITTEES ………………………………………………………………………………. 11

7.01 Standing Committees

7.02 Committee Reports

7.03 Committee Members

7.04 Meetings

7.05 Nominations Committee

7.06 Membership Committee

7.07 Communications Committee

7.08 Education Committee

7.09 Finance Committee

7.10 Select Committees

 

8.01

AFFILIATIONS ……………………………………………………………………………… 13

9.01

AMENDMENTS TO BYLAWS ………………………………………………………… 13

9.02 Board Action

9.03 Adoption

 

10.01

STANDARDS OF CONDUCT AND INDEMNIFICATION ……………………. 14

10.02 Liability of Directors and Officers

10.03 Indemnification

10.04 No Indemnification

 

11.01

PARLIAMENTARY AUTHORITY …………………………………………………….. 15

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BYLAWS, RULES AND REGULATIONS

 

OF THE

 

TEXAS ALLIANCE FOR PATIENT SERVICES

 

ARTICLE ONE

 

NAME

 

1.01 The name of the corporation shall be the Texas Alliance for Patient

Services (TAPS).

 

ARTICLE TWO

 

PURPOSE AND EXEMPT ACTIVITIES

 

2.01 TAPS is organized exclusively for charitable and educational purposes.

These purposes shall include:

a. Promoting the improvement of patient care and the extension of

adequate health care services for all persons;

b. Conducting activities to promote the concept and philosophy of

patient representation;

c. Providing educational programs and forums to strengthen and

develop patient representation;

d. Providing a medium for exchange of ideas and information among

members and a resource for institutions interested in initiating

and/or improving patient representation;

e. Marketing the role of patient representatives and related patient

services professionals to healthcare facilities and communities; and

such other charitable and educational purposes as the Board of

Directors shall from time to time determine.

 

Inurement

 

2.02 No part of the net earnings of this corporation shall inure to the benefit

of, or be distributed to its members, directors, officers, or other private

person, except that the corporation shall be authorized and entitled to

pay reasonable compensation for services rendered and to make

payments and distributions in furtherance of the purposes set forth

herein. No substantial part of the activities of the corporation shall be

the carrying on of propaganda, or otherwise attempting to influence

 

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legislation, and the corporation shall not participate in, or intervene in,

including the publishing or distribution of statements, a political

campaign on behalf of any candidate for public office.

2.03 Notwithstanding any other provision of these bylaws, the corporation

shall not carry on any activities not carried on by

a. an organization exempt from federal income tax under Section

501(c)(3) of the Internal Revenue Code of 1954, or the

corresponding provision of any future United States Internal

Revenue Law, or

b. an organization, contributions to which are deductible under

Section 170(c)(2) of the Internal Revenue code and its regulations

as they now exist or as they may hereafter be amended.

 

Dissolution of the Corporation

 

2.04 Upon the dissolution of the corporation, the Board of Directors shall,

after paying or making provisions for the payment of all liabilities of the

corporation, dispose of the corporation’s remaining assets. Distribution

of assets or the proceeds from the disposal of such assets will be made

to any organization that has been organized and operated exclusively

for charitable, educational, religious, or scientific purposes as shall at

the time qualify as an exempt organization under Section 501(c)(3) of

the Internal Revenue Code of 1954, or the corresponding provisions of

any future United States Revenue Law, as the Board shall determine.

2.05 Any assets not disposed of by the Board of Directors shall be disposed

of by a court of the county in which the principal office of the corporation

is then located, exclusively for such purposes or to such organization or

organizations, as said court shall determine, which are organized and

operated exclusively for such purpose.

 

ARTICLE THREE

 

BOARD OF DIRECTORS

 

Basic Function

 

3.01 The TAPS Board of Directors is the primary decision-making body of

the Association. The Board ensures the continuity of the Association by

planning for the future, establishing and reviewing the major policies

and programs that support the mission of the Association, and by

ensuring the Association is fiscally sound. The Board manages all

affairs of the Association consistent with TAPS bylaws, adopted policies

and procedures, and governmental regulations regarding 501(c)(3)

corporations.

 

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General Powers

 

3.02 The affairs of TAPS shall be managed by its Board of Directors, which

is comprised of officers and directors. The Board of Directors shall have

the authority to make policy decisions and to establish rules and

procedures governing the board and committees. The board shall have

the authority to approve or disapprove reports, resolutions or actions of

the officers, directors and committees. The board shall approve an

annual budget for TAPS. Each member of the Board of Directors shall

make every effort to attend board meetings and to support and

participate in the activities of TAPS.

 

Number, Appointment, Tenure

 

3.03 The total number of voting members of the Board of Directors shall be

nine (9). Of these, the number of officers on the Board of Directors shall

be four (4).

a. OFFICERS. The President shall serve for a term of one year. At the

close of the annual meeting the President-Elect shall assume the

office of President and the former President shall assume the office

of Immediate Past-President. The Secretary/Treasurer shall serve

for a term of one year and shall take office at the close of the

annual meeting. The Secretary/Treasurer shall serve no more than

4 consecutive terms (maximum of 4 consecutive years as

Secretary/Treasurer).

b. DIRECTORS. Each Director’s term shall be for two years and each

director shall take office at the close of the annual meeting

immediately following his/her election. The term of Directors shall

be staggered in alternate years. Each Director shall serve no more

than two consecutive terms (maximum of 4 consecutive years as a

Director).

 

Eligibility

 

3.04 Each elected officer of TAPS shall be an Active member of TAPS. The

majority of the Directors on any Board shall also be Active members,

although one of the Director seats may be held by an Associate

member.

a. The President-Elect shall have served as a Director of TAPS for a

minimum of one year.

b. The Secretary/Treasurer shall have served as a Director of TAPS

for a minimum of one year.

 

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c. Each Director shall have been a member of TAPS for a minimum of

one year prior to election to the Board of Directors and preferably

have served as a TAPS committee member.

 

Election of Officers and Directors

 

3.05 The directors of the corporation shall be elected by the membership.

a. The election of the directors shall be conducted by mail, fax, e-mail,

or other electronic means before the annual meeting each year.

b. A ballot listing the names of the candidates together with a resume

of the background and experience of each candidate shall be sent

to each member of TAPS not less than 30 days prior to the annual

meeting. The ballot will list at least one candidate for the office of

President-Elect, one candidate for Secretary/Treasurer, and three

candidates for the available Director positions. A space will be

made available on the ballot for write-in candidates.

c. The ballot shall be returned to the Executive Director of TAPS. No

ballot shall be valid if dated later than requested.

d. The votes shall be tabulated by the Executive Director of TAPS and

the results reported to the Board of Directors. The results of the

election shall be announced at the annual meeting and posted, via

mail, fax, email or other electronic means to the membership.

e. If the election of directors shall not be held by such annual meeting,

such election shall be held as soon thereafter as conveniently may

be.

 

Vacancies

 

3.06 Any vacancy occurring shall be filled as follows:

a. If the President is unable to fulfill the term of office of the President,

the President-Elect shall act as President until the next annual

meeting at which time he/she will assume the presidency.

b. If the President-Elect is unable to fulfill the responsibilities of office,

the Board of Directors shall be empowered to declare the

respective position “vacant” and may at its discretion authorize a

special election to fill the vacancy. The President may appoint an

interim President-Elect until a special election is held.

c. If the Secretary/Treasurer is unable to fulfill the responsibilities of

office, the Board of Directors shall be empowered to declare the

respective position “vacant” and may at its discretion authorize a

special election to fill the vacancy. The President may appoint an

interim Secretary/Treasurer until a special election is held.

 

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d. If a vacancy occurs and a Director is unable to fulfill the

responsibilities of office, the President shall appoint a member to fill

the vacancy. Such appointee shall serve until completion of the

unexpired term.

 

Removal

 

3.07 If a director fails to comply with the pertinent provisions of the bylaws or

fails to fulfill the responsibilities of office, that director may be removed

from office by a two-thirds (2/3) vote of the Board of Directors.

 

Compensation

 

3.08 Directors shall not receive any stated salaries for their services, but by

resolution of the Board of Directors, a fixed sum or expense of

attendance, if any, may be allowed for attendance at such regular or

special meetings of the Board of Directors; but nothing herein contained

shall be construed to preclude any director from serving the corporation

in any other capacity and receiving compensation therefore.

 

Regular Meetings of the Board of Directors

 

3.09 A regular annual meeting of the Board of Directors shall be held at a

time and place designated by resolution of the Board of Directors

without further notice than such resolution. The Board of Directors may

provide by resolution the time and place for the holding of additional

regular meetings of the Board of Directors.

 

Special Meetings of the Board of Directors

 

3.10 Special meetings of the Board of Directors may be called by or at the

request of the President or any three (3) members of the Board of

Directors. The person or persons authorized to call special meetings of

the Board of Directors may fix the place for holding any special

meetings of the Board of Directors.

 

Notice

 

3.11 Notice of any special meeting of the Board of Directors shall be given at

least ten (10) working days prior to the meeting by mail, email, fax, or

other electronic means to each member of the Board of Directors. If

mailed, such notice is deemed to be delivered when deposited in the

United States mail so correctly addressed and mailed with appropriate

postage. If notice were given by email, fax or other electronic means,

such notice shall be deemed to be delivered when transmitted.

 

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Quorum

 

3.12 Five (5) voting members of the Board of Directors shall constitute a

quorum for the transaction of business at any meeting of the Board of

Directors.

 

Manner of Acting

 

3.13 The act of a majority of the Board of Directors participating at a meeting

shall be the act of the Board of Directors, unless the act of a greater

number is required by these bylaws.

 

Board Action by Mail, Telephone

 

or Electronic Communications

 

3.14 Any action required or presented to be taken by the Board of Directors

at a meeting of the Board of Directors may also be taken by telephone,

mail, fax, email, or other electronic communications with the same force

and effect. Action requires a quorum and majority vote of the Board,

unless the act of a greater number is required by these bylaws.

 

Select Committees

 

3.15 The Board of Directors may create or discontinue select committees as

it may deem appropriate to advise the Board of Directors on specific

issues affecting the corporation and to carry out the duties delegated to

them. All select committees shall be appointed by the President.

 

ARTICLE FOUR

 

MEMBERS OF THE BOARD OF DIRECTORS

 

Officers

 

4.01 The officers of TAPS shall be the President, the President-Elect, the

Immediate Past-President, and the Secretary/Treasurer.

 

Duties

 

4.02 The duties of the officers shall be as follows:

a. PRESIDENT. The President shall be the Chief Executive Officer of

TAPS. The President shall preside at all meetings of TAPS and

shall serve as Chair of the Board of Directors. It shall be the

President’s duty to supervise the activities of TAPS, to present a

report at the annual meeting, and to appoint the chairpersons of

standing and select committees as authorized by the Board of

Directors.

 

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b. PRESIDENT-ELECT. The President-Elect shall perform all duties

assigned by the President and will become familiar with and

prepare for the duties of that office. The President-Elect shall, in the

absence of or incapacity of the President, perform all duties and

assume all responsibilities of the President. The President-Elect

shall also serve as Co-Chair of the Nominations Committee. The

President-Elect shall assume other duties as requested by the

President or Board of Directors.

c. IMMEDIATE PAST-PRESIDENT. The duties of the Immediate

Past-President shall be to act as a mentor to the President and the

Board of Directors. The Immediate Past-President will orient new

Board members. The Immediate Past-President shall also serve as

Co-Chair of the Nominations Committee. The Immediate Past

President shall assume other duties as requested by the President

or Board of Directors.

d. SECRETARY / TREASURER. The Secretary/Treasurer shall

record all business meetings and ensure that accurate and

sufficient documentation exists to meet legal and financial

requirements for the Association, and to enable authorized persons

to determine when, how and by whom the Board’s business was

conducted. The Secretary/Treasurer shall chair the Finance

Committee and shall bring all financial matters to the Board for their

information or approval. The Secretary/Treasurer shall assume

other duties as requested by the President or Board of Directors.

 

Directors

 

4.03 The Directors shall actively promote TAPS membership and activities to

build the Association. They shall attend Board meetings fully informed

and take part in discussions, being objective and willing to listen openmindedly.

Directors should vote in the interest of the membership as a

whole.

 

Advisors to the Board of Directors

 

4.04 The President may appoint, with the approval of the Board of Directors,

advisors to the Board as it shall deem desirable.

a. Such additional members of the Board of Directors will have the

authority and perform the duties as prescribed, for the length of

time designated, by the Board of Directors.

b. Members of the Board of Directors who have not been elected by

the general membership of TAPS or have not been appointed to fill

a vacancy on the Board do not have a vote in decisions by the

Board.

 

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Executive Director

 

4.05 The Board of Directors will contract or employ a qualified individual

(Executive Director) or organization to serve the Board of Directors and

members of the Association, providing information and support in the

management and accomplishment of TAPS projects, goals and

objectives. The Executive Director performs the administrative functions

of TAPS as determined by these bylaws, corporate resolution, adopted

policies and procedures, and contractual agreement. The President will

appoint a select committee if needed to establish or revise performance

criteria regarding the functions of the Executive Director. The Executive

Director has no vote in decisions by the Board of Directors or

membership.

 

Other Contracted Services

 

4.06 If needed, the Board of Directors may contract or employ a qualified

individual or organization with specific expertise to serve the Board of

Directors and members of the Association. The President will appoint a

select committee if needed to establish or revise performance criteria,

timeframes for completion of work, and to negotiate compensation for

services. Unbudgeted payments for services must be approved by

majority vote of the Board of Directors prior to disbursement of funds.

 

ARTICLE FIVE

 

MEMBERSHIP

 

Eligibility

 

5.01 Membership in TAPS shall become effective upon approval of a

completed membership application form or response to a membership

renewal invoice and receipt of the specified dues. Type of membership

for an individual member is based on their status at the time dues are

paid and will continue until the end of that fiscal year regardless of any

change in employment which occurs after membership was

established.

 

Types of Memberships

 

a. ACTIVE MEMBERS are those persons who are patient representatives

or related patient services professionals. Individuals eligible for Active

membership in TAPS shall be those individuals who have substantial

responsibility to represent the patient and to provide a liaison between

patients and health care facilities, and who are directly employed by a

health care facility.

b. ASSOCIATE MEMBERS are those persons who have experience and

an understanding of patient representation, and who are interested in

 

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supporting and in associating with patient representatives and related

patient services professionals and promoting the philosophy of patient

representation

c. AFFILIATE MEMBERS are those persons interested in understanding

the role of and in associating with patient representatives and related

patient services professionals. Affiliate members are non-voting

members.

d. HONORARY MEMBERS shall be persons of distinction who may be

elected to honorary membership by TAPS following nomination by the

Board of Directors. Honorary Members shall not pay dues.

 

Voting by Members

 

5.02 Each Active, Associate and Honorary member shall be entitled to one

vote on each matter submitted to a vote of the members. Voting of the

membership shall be conducted by ballot returned to the corporation

either by mail, fax, email, or other electronic means. Decisions by the

members shall be by a simple majority of those responding.

 

Membership Resignation

 

5.03 Any member may resign at any time by filing a written resignation with

the Executive Director of TAPS, but such resignation shall not relieve

the resigning individual of the obligation to pay any dues or other

charges theretofore accrued and unpaid.

 

Membership Termination

 

5.04 The Board of Directors,

a. by affirmative vote of all of the members of the Board of Directors

present and voting, may suspend or expel a member for cause

after an appropriate hearing,

and may;

b. by a majority vote of those present at any regularly constituted

meeting, terminate the membership of any member who becomes

ineligible for membership, or suspend or expel any member who

shall be in default in the payment of dues or assessment fees.

 

Membership Reinstatement

 

5.05 Upon written request signed by a former member and filed with the

Secretary/Treasurer, the Board of Directors may, by the affirmative vote

of two-thirds (2/3) of the members of the Board present and voting,

reinstate such former member to membership on such terms as two

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thirds (2/3) of the Board of Directors then present and voting may deem

appropriate.

 

Annual Meeting

 

5.06 An annual meeting of the members shall be held each year as

designated by the Board of Directors for the purpose of reporting on the

association’s programs and activities and providing the members with

the opportunity to discuss these programs and activities and to conduct

educational programs.

 

Special Meetings

 

5.07 Special meetings of the members may be called by the President, the

Board of Directors, or not less than one-third (1/3) of the members

having voting rights.

 

Place of Meeting

 

5.08 The Board of Directors may designate the place of the meeting for any

annual meeting or for any special meeting called by the Board of

Directors.

 

Notice of Meetings

 

5.09 Written notice stating the place, day and hour of any meeting of

members shall be delivered, either personally, by mail, fax, email, or

other electronic means to each member not less than ten (10) days

before the date of such meeting. In case of a special meeting or when

required by statute or these bylaws, the purpose or purposes for which

the meeting is called shall be stated in the notice. If mailed, the notice

of a meeting shall be deemed to be delivered when deposited in the

United States mail addressed to the member at his the member’s

address as it appears on the records of the corporation, with postage

thereon prepaid. If notice were given by fax, email, or other electronic

means, such notice shall be deemed to be delivered when transmitted.

 

Action by Mail or Electronic Communications

 

5.10 Any action required or presented to be taken at a meeting may also be

taken by mail, fax, email, or other electronic communications with the

same force and effect.

 

ARTICLE SIX

 

DUES

 

Rate of Dues

 

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6.01 All funds paid to TAPS shall become the property of TAPS. The Board

of Directors shall establish the amount of annual membership dues and

shall inform the membership by written notice of any changes within 30

days.

 

Dues Delinquency

 

6.02 A member who has not paid his/her annual dues by December 31 of

each year shall have his/her membership terminated, providing a prior

notification of such delinquency has been sent to such member.

 

ARTICLE SEVEN

 

COMMITTEES

 

Standing Committees

 

7.01 There shall be five Standing Committees:

the Nominations Committee,

the Membership Committee,

the Communications Committee,

the Education Committee, and

the Finance Committee.

7.02 The Standing Committees shall submit annual reports to the Board of

Directors and such interim reports as may be requested by the

President.

7.03 Each standing committee will be chaired by a member of the Board of

Directors. The term of service by the chairperson and members of each

committee shall be for one year or as designated by the Board of

Directors.

7.04 Committees shall not be required to hold formal meetings but may

conduct its business by all available means.

7.05 NOMINATIONS COMMITTEE. The President-Elect and Immediate

Past-President of TAPS shall serve as Co-Chairs of the Nominations

Committee and shall appoint at least three other members to serve on

the committee. Selection of members shall reflect broad representation

across the state. Members of the committee may not become nominees

for office during that election.

a. The Nominations Committee shall issue a written call for

nominations to the membership of TAPS. Any voting member of

TAPS may recommend a candidate for consideration by the

Nominations Committee. Such recommendations shall be sent to

 

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the Nominations Committee no later than 60 days prior to the

annual meeting.

b. The Nominations Committee shall verify eligibility and contact those

members recommended for consideration to determine their

willingness to serve if elected. The Nominations Committee will

then prepare a slate of candidates for President-Elect,

Secretary/Treasurer and Directors. (See Article Three, Section

3.04 for eligibility and Section 3.05 for process.) The list of

candidates together with a resume of the background of each

nominee shall be submitted to the Executive Director at least 45

days prior to the annual meeting.

7.06 MEMBERSHIP COMMITTEE. The President of TAPS shall appoint at

least one director as Chair of the Membership Committee and the Chair

shall appoint other members to serve on the committee. The

Membership Committee shall work to develop programs and networking

activities to encourage retention of the current membership of TAPS

while actively recruiting new members.

7.07 COMMUNICATIONS COMMITTEE. The President of TAPS shall

appoint at least one director as Chair of the Communications

Committee and the Chair shall appoint other members to serve on the

committee. Subcommittees may be formed to focus on the various

responsibilities of the Communications Committee.

a. The Communications Committee shall work to keep the membership

of TAPS and the general public informed of Association activities

and programs.

b. The Communications Committee shall approve all mass

communications before distribution.

c. The Communications Committee shall oversee marketing, public

relations, and the functionality and design of the Association’s

technology.

7.08 EDUCATION COMMITTEE. The President of TAPS shall appoint at

least one director as Chair of the Education Committee and the Chair

shall appoint other members to serve on the committee. The Education

Committee shall plan and develop the annual meeting, and other

educational opportunities for the benefit of the TAPS members and

other attendees.

7.09 FINANCE COMMITTEE. The Secretary/Treasurer of TAPS shall serve

as Chair of the Finance Committee. The President shall appoint other

members to serve on the committee. The Finance Committee shall

oversee all Board approved activities relating to the financial stability of

 

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the organization, including membership dues, registration fees,

budget/audit, sponsorship and any other fundraising activities.

 

Select Committees

 

7.10 Select committees may be appointed by the President for special

projects as authorized by the Board of Directors. The term of office shall

be one year or until the next annual meeting. At that time the committee

shall be automatically discharged unless otherwise specified by the

Board of Directors. Select committees shall submit to the Board of

Directors annual written reports (which shall include conclusions and

recommendations) and other interim reports as requested by the

President.

 

ARTICLE EIGHT

 

AFFILIATIONS

 

8.01 TAPS is affiliated with the Texas Hospital Association and the Society

for Healthcare Consumer Advocacy. TAPS may enter into agreement of

affiliation with a national, state or local organization under provisions

determined and prescribed by the Board of Directors.

 

ARTICLE NINE

 

AMENDMENTS TO BYLAWS

 

Proposal for Alteration, Amendment or Repeal

 

9.01 Proposed changes or amendments to the TAPS bylaws may be

submitted by any member or by recommendation of a standing

committee or select committee of TAPS. The proposed changes or

amendments shall be submitted to the Executive Director and

considered for acceptance or denial by the Board of Directors within

120 days of receipt of the proposal.

 

Board Action

 

9.02 The TAPS Board of Directors may accept, deny, or accept with

changes the proposed changes or amendments to the bylaws. The

Board may refer to recommendations of any standing committee or

select committee of TAPS in its consideration of the proposal.

a. The President or designee shall send a written explanation to the

person or persons submitting the proposal within 45 days of Board

action. This provision does not apply if the proposal was submitted

by a standing committee or select committee of TAPS.

 

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b. If the proposal is accepted or accepted with changes by the Board

of Directors, the proposal shall be submitted to the membership for

adoption.

 

Adoption

 

9.03 The proposed changes shall be adopted by TAPS and in effect upon

approval of the membership.

a. A ballot listing the proposed changes shall be distributed to the

membership via mail, fax, email, or other electronic means. The

membership may decide to adopt or reject the changes.

b. Votes must be received by the Executive Director no later than 30

calendar days from the date of distribution of proposed changes to

the bylaws.

c. The votes shall be tabulated by the Executive Director and reported

to the President. A majority vote shall determine the adoption or

rejection of the proposed changes.

 

ARTICLE TEN

 

STANDARDS OF CONDUCT AND INDEMNIFICATION

 

General Standards of Conduct

 

10.01 The directors and officers of TAPS shall discharge their duties as

prescribed by these bylaws in good faith, with ordinary care, and in a

manner the directors or officers reasonably believe to be in the best

interests of the corporation. In the discharge of any duty, a director or

officer may in good faith rely on information, opinions or reports

prepared or presented by officers, employees, legal counsel or public

accounts of the corporation or by a committee of the Board of Directors

of which the director or officer is not a member.

 

Liability of Directors and Officers

 

10.02 A director or officer of the corporation is not liable to the corporation,

any member, or any other person for any action taken as a director or

officer if the director or officer acted in good faith, with ordinary care,

and in a manner that the director or officer reasonably believed to be in

the best interests of the corporation.

 

Indemnification

 

10.03 The corporation shall indemnify any and all persons who may serve or

who have served at any time as director, officer, or staff of the

corporation, and their respective heirs, administrators, successors and

 

T e x a s A l l i a n c e f o r P a t i e n t S e r v i c e s

 

 

 

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assigns, against all liabilities (including but not limited to the amounts of

judgments, settlements, fines, or penalties) and reasonable expenses

necessarily incurred by such persons in connection with the defense or

settlement of any claim, action, suit or proceeding in which they, or any

one of them, are made parties or a party, or which may be asserted

against them, or any of them, by reason of being or having been a

director, officer, or employee of the Association, provided such persons

discharged their duties to the corporation in good faith and reasonably

believed that their conduct was in the best interests of the corporation.

10.04 The corporation shall not indemnify any person in connection with any

claim, action, suit or proceeding:

a. in which the person is found liable on the basis that personal

benefit was improperly received, whether or not the benefit resulted

from an action taken within the scope of their office or position

within the corporation

b. in which the person is found liable to the corporation: or

c. in which the person is found liable for willful or intentional

misconduct in the performance of his duty to the corporation.

 

ARTICLE ELEVEN

 

PARLIAMENTARY AUTHORITY

 

11.01 The order of business for annual and other meetings shall be as

provided by the Board of Directors. Where an order is not so provided

and when it is not otherwise expressly provided for in these bylaws,

 

Roberts’ Rules of Order, Newly Revised

, shall govern meetings.

11/07/78 dv

11/27/78 TSPR Steering Committee

12/13/78 TSPR Organizational Meeting

02/03/79 THA Board

10/01/87 TSPR Revision

02/10/88 THA Board

01/21/94 THA Board Approved

10/07/96 Revised TAPS Membership Approved

01/11/02 TAPS Board of Directors Revision

10/25/02 TAPS Board of Directors Revision

07/20/07 TAPS Board of Directors Reviewed

05/01/09 TAPS Board of Directors Revision

06/08/09 TAPS Revision Membership Approved

For the most current copy: TAPS Bylaws Current 2009