TRIANGLE MEDICAL MANAGERS

CONSTITUTION
(Last Revised:  February 8, 2007)

ARTICLE I -- NAME

The name of this organization shall be TRIANGLE MEDICAL MANAGERS

ARTICLE II -- PURPOSE

The purpose of TRIANGLE MEDICAL MANAGERS, hereafter referred to as TMM, shall be to advance the profession of medical group practice management through education, while cooperating with other allied health organizations in improving health care delivery to the general public. TMM is established purely for educational purposes and shall not engage in any business activity not directly related to the stated purposes of TMM. No monetary gain shall work to the benefit of any member, directly or indirectly.

ARTICLE III -- AMENDMENTS

Proposed amendments to TMM Constitution must be submitted by a voting member, in writing, to the President. Amendments to the Constitution shall be by action of the voting members and shall be submitted by the President to the voting membership in writing at least 30 days prior to voting. Adoption of proposed amendments shall require a two-thirds vote of the voting members, present at the meeting in which the amendments are presented for adoption.

ARTICLE IV -- TAX-EXEMPT STATUS

A. The organization shall operate under Section 501 (c) 3 of the Internal Revenue Code and under the requirements set forth by the State of North Carolina. All dues received and any business activities whatsoever of pecuniary gain shall be used exclusively for the purpose as named herein.

B. In the event of dissolution, the residual assets of the organization shall be turned over to one or more organizations with similar purpose or to one or more organizations which are exempt as organizations described in sections 501 (c) 3 and 170 (c) 2 of the Internal Revenue Code or corresponding sections of any future Internal Revenue Code. The organization(s) to receive the residual assets shall be decided by the Executive Council after determination of eligibility.

TRIANGLE MEDICAL MANAGERS

Bylaws
(Last Revised:  February 8, 2007)

ARTICLE I -- MEMBERSHIP

There shall be five classifications of membership, designated as follows:

A. Active Member – An individual who is employed in an executive, managerial or administrative capacity with a medical group practice, whether an independent practice or part of an integrated delivery organization. An active member is entitled to all TMM membership services, including the right to vote on all matters, and to serve as an officer of the TMM.

B. Affiliate Member – An individual who is employed by a private or publicly held company predominantly focused on the healthcare industry and with demonstrated expertise in at least three of the following eight areas: Medical Practice Business and Clinical Operations, Financial Management, Medical Practice Governance, Human Resource Management, Information Management, Planning and Marketing, Professional Responsibility and Risk Management.  Affiliate members are entitled to all TMM membership services, including the right to vote on all matters, and to serve as an officer of the TMM.  The number of Affiliate Members shall, at no time, exceed 20% of the full TMM membership.

C.  Honorary Member – An individual who has made significant contributions to TMM and has been approved by a vote of the membership.  Honorary Members shall not be charged dues.  Any TMM member may nominate an individual for an honorary membership in writing to the President.  An Honorary Member may vote and hold an officer position if s/he meets the eligibility requirements for Active or Affiliate Membership.

D. Student/Faculty Member – An individual pursuing a university degree in health care management or serving on a university faculty as an instructor in health care management and is not eligible for other membership categories. A student/faculty member is entitled to TMM membership services as determined by the Executive Committee, and shall be a nonvoting member of TMM.

Application for all membership classifications shall be submitted in written form to the Executive Council for approval.

ARTICLE II - OFFICERS

Section 1. Elected Officers: Officers of the TMM shall include President, President Elect, Vice President, Recording Secretary, Treasurer and Immediate Past President. Officers shall be elected by a majority vote of those voting members present at the TMM business session when elections are held

Section 2. Appointed Officers: Historian. This position shall be appointed by the incoming President.

Section 3. Term and Vacancy in Office:

a. The term of office for all elected and appointed officers shall be for one year or until their successors are elected and/or appointed and have assumed office.

b. No retiring President may be reelected to the office of President until a lapse of one year.

c. The Recording Secretary shall be eligible to serve two consecutive terms, but shall be ineligible to serve again in the same office until a lapse of two years.

d. A vacancy in the office of the President shall be filled by the Vice President.

e. In the event of a vacancy in the office of President Elect, the office shall remain vacant until the next elections when a nominee for President shall be presented by the Nominating Committee.

f. Vacancies in the offices of Vice President, Recording Secretary or Treasurer shall be filled by the Executive Council. A vacancy in an appointed office shall be filled by the President appointing a successor.

Section 4. Duties of Officers:

a. President - The President shall be the principal officer, subject to the control of the Executive Council, and shall preside at the meetings of the membership and the Executive Council. The President shall make committee appointments and shall serve as an "ex Officio" member of all standing committees. He/She shall, with the Secretary, or any other office authorized by the Executive Council, sign contracts or other instruments that the Executive Council has authorized to be executed.

b. Vice President - The Vice President shall preside at the meetings of the membership and the Executive Council in the absence of the President. In the event of a vacancy in the office of the President, the Vice President shall assume the Presidency. The Vice President may be asked to serve in other positions by the President or the Executive Council.

c. President Elect - The President Elect shall prepare to assume the office of President the following year. He/She shall also serve as Chair of the Program Committee.

d. Recording Secretary - The Recording Secretary shall record and distribute the minutes of all business transacted at the meetings of the general membership and the Executive Council.

e. Treasurer - The Treasurer shall be responsible for the production and distribution of dues statements to members and shall be responsible for maintaining the membership database and all financial records.  The Treasurer shall present membership and financial reports at all Executive Council meetings and annually to the membership. Copies of membership and financial reports shall be available to the membership upon request. The Treasurer shall manage all receipts, deposits, disbursements of funds and account reconciliations. Financial records shall be provided to the Executive Council by the Treasurer for internal audit at the end of the Treasurer's term.

f. Immediate Past President - The Immediate Past President shall serve as an advisor to the President and shall automatically be a member of the Executive Council. In the absence of the President and Vice President, the Immediate Past President shall preside at meetings of the membership or Executive Council.

g. Historian - The Historian shall be responsible for keeping a historical record of the year.  The History Book shall be continued from year to year.  It shall be the property of Triangle Medical Managers and shall be delivered to the President when a new Historian is appointed.

ARTICLE III - Executive Council

Section 1. The elected officers shall serve as the Executive Council.  The President shall act as Chair of the Executive Council.

Section 2. The Executive Council shall be responsible for the management of the business of TMM. The Executive Council shall have full authority to transact the business of this organization, but shall take no action contrary to the stated purpose of the organization or any action taken by the general membership.

Section 3. A quorum shall consist of four (4) members of the Council.  A majority vote of Council members present is required.

Section 4. Committee reports shall be presented and reviewed at Executive Council meetings and those items requiring a membership vote shall be presented with an Executive Council recommendation.

Section 5. The Executive Council shall meet at such time and place as agreed upon by a majority of the Executive Council. Special meetings can be called at any time by any three (3) members of the Executive Council or the President. All members of the Executive Council shall be notified of special meetings.

ARTICLE IV -  Committee-Standing & Special

Section 1. Chairmen of Standing Committees shall be appointed by the President, unless otherwise provided for in this document. A Committee Chairman and the President shall appoint committee members when necessary. The President shall be an "ex Officio" member of all committees, except the Nominating Committee, where the President is a voting member.

Section 2. Standing Committees shall include:

a.                   Program Committee:  This committee shall manage program content and the logistics of the regular monthly membership meetings.  The President-Elect shall serve as Chair of the Program Committee.

b.                  Membership Committee: This committee shall be charged with membership recruitment, retention and communications.

c.                   Constitution and Bylaws Committee:  This committee shall ensure that actions taken by the Executive Council are in accordance with the current Constitution and Bylaws.  It shall review and recommend proposed amendments to these organizational documents.  The chair of this committee shall be a current member of the Executive Council.

d.                  Legislative Committee:  This committee shall monitor and address legislative and regulatory issues, represent TMM at legislative functions and communicate with membership about legislative issues.

Section 3. Special or Ad Hoc Committees may be appointed by the Executive Council as it deems advisable.  These committees shall remain active until their function is completed and shall be dissolved upon the completion of their responsibility.

Section 4. Specific duties and powers of each committee shall be individually defined by the Executive Council. These duties shall be presented to incoming committee chairs

Section 5. Nominating Committee - The President shall chair the Nominating Committee composed of the President, Immediate Past President and three active members in good standing chosen by the President. The Nominating Committee shall prepare a slate of officers to be presented to the membership at least 30 days prior to elections. Nominations may be made from the floor, provided the nominee meets the eligibility requirements and the President has been provided with documentation of the nominee's intent to serve.

ARTICLE V - Dues/Accounting

Section 1. The Executive Council shall set the annual membership dues for each member classification.

Section 2. Membership may be transferred to a new member upon receipt of a written request by the current member. The new member must go through the application process and be approved by the Executive Council.

Section 3. The membership shall be mailed Dues Notices in December of each year by the Treasurer. To remain a member in good standing, payment must be received by January 31. 

Section 4. A prospective member may attend one regular meeting prior to joining the organization.  The guest fee for this trial meeting shall be waived.

Section 5.  Excess funds available at year-end, as determined by the Executive Council, may be donated to other non-profit corporations for purposes consistent with those of the TMM.

ARTICLE VI - Meetings

Section 1. Meetings of TMM shall be held regularly at a time and place to be determined by the Executive Council. Special meetings may be called at the request of the majority of the membership or by vote of the Executive Council.

Section 2. The Annual Meeting shall be the final regularly scheduled meeting of the calendar year and shall include elections of officers.

ARTICLE VII - Amendments

Section 1. Proposed amendments to these Bylaws shall be submitted in writing, to the President. Amendments to the Bylaws shall be submitted to the voting membership in writing at least thirty (30) days prior to any scheduled meetings unless a waiver is granted by the unanimous vote of the voting members present at the time of the meeting.