Mid-Atlantic Society for Healthcare Strategy and Market Development
Bylaws
Revised: October 18, 2023
Article I – Name
The name of the organization shall be the Mid-Atlantic Society for Healthcare Strategy and Market Development (MASHSMD: “mash-med”).
Article II – Purpose
The purpose of the Society shall be to support the effective practice of healthcare strategy, marketing and public relations through educational, networking and professional development activities for its members. The Society is organized exclusively for charitable, scientific and educational purposes. It shall be so conducted that no part of its income and earnings shall inure to the benefit of any member, director, officer, or other individual. Upon dissolution, any assets of the Society remaining after payment of just debts shall be distributed to an organization enjoying an exempt status under S501(c)(3) of the Internal Revenue Code, or successor statutory authority.
Article III – Membership
Section 1. Types of Membership
There shall be three types of membership in the Society: Professional, Student and Honorary.
Section 2. Professional Membership
Professional Membership is available to those employed by hospitals, hospital associations, healthcare providers, long-term care facilities, home health agencies, community health associations, healthcare product and service vendors, health insurance industries, and other healthcare professionals in the MidAtlantic (Delaware, Maryland, Pennsylvania, New York, Virginia, Washington D.C., and West Virginia) and surrounding states. Each Professional Member has one vote in the Society. The Board sets the price for annual Professional Membership dues.
Section 3. Student Membership
Student Membership is available to full-time students who are pursuing a course of study focuses on disciplines relevant to the focus of the Society. Student Members do not have a vote in the Society. The Board sets the price for annual Student Membership dues.
Section 4. Honorary Membership
The Board of the Society may confer Honorary Membership status on individuals at its discretion. Honorary Members do not have a vote in the Society.
Section 5. Establishment of Membership
Membership in the Society shall become effective upon receipt of completed application and dues.
Section 6. Transfer of Membership
Membership in the Society shall not be transferrable to another person or entity unless so specified by an agreement between the Society’s Board and the parties involved. A member whose affiliation changes shall retain membership during the full term for which dues have been paid.
Section 7. Termination of Membership
A. Resignation: A member may resign or retire from the Society at any time by writing to the Society President or Membership Chair.
B. Non-Payment of Dues: Members who fail to pay dues within 90 days after due shall have their membership suspended.
C. Suspension or Expulsion: The Society Board may suspend or expel any member for cause at any time, after giving such member the opportunity to have a hearing before the Board. For cause shall include, but not be limited to: (1) any violation of these bylaws; (2) any conduct on the part of said member that is prejudicial to the interests and welfare of the Society and its members; (3) any violation of the Society’s Code of Professional Ethics and Conduct. A member may be suspended or expelled by the affirmative two-thirds vote of the Board present and voting. Any member suspended or expelled may be reinstated by the affirmative vote of the majority of the Board present and voting.
Article IV - Meetings
Section 1. Annual Meeting
The Society shall meet at least annually for the transaction of the affairs of the Society.
Section 2. Special Meetings
Special meetings of the membership may be called by the President of the Society. Special meetings shall be limited to consideration of the subjects listed in the official call for such meetings, unless otherwise ordered by the unanimous consent of the members present and voting.
Section 3. Notice of Meetings
The membership shall be notified of annual or special meetings no less than 30 days prior to the date of the meeting.
Section 4. Meeting Quorum
A quorum shall consist of the Professional Members present at a duly called regular, annual, or special meeting.
Section 5. Order of Meetings
The President of the Society shall preside at all meetings. In his or her absence, the President-Elect shall preside. The Society shall conduct meetings in accord with Robert’s Rules of Order, so long as these do not conflict with the bylaws of the Society.
Section 6. Voting
Professional members are eligible to vote. Each professional member shall be entitled to one vote. Proxy voting shall not be permitted. Electronic voting is allowed. Except as otherwise specified in the bylaws, all matters shall be settled by simple majority vote.
Article V - Governance
The society shall be governed by a Board of Directors.
Section 1. Eligibility
Any Professional Member in good standing shall be eligible to serve on the Board of Directors of the Society. Candidates for President must have served at least one year in another Board position in order to be nominated.
Section 2.
Board members serve without compensation. The Society shall cover travel and associated expenses for the current President, or their assigned alternate, for representation of the Society at events approved by the Board.
Section 3. Composition
The Society Board shall be composed of up to 15 members including Officers, with equal voting privileges. Two additional ex-officio positions may be extended for Hospital Association representatives.
The Board shall have 6 Officers – Immediate Past President, President, President-Elect, Treasurer, Secretary and Membership Chair. Responsibilities of the Officers include:
A. Immediate Past President – shall chair a Nominating Committee to develop the slate of Officers and Board Members for vote of the membership at the annual meeting.
B. President – shall preside at all Society meetings. Shall ensure the annual meeting is conducted. Shall serve as ex-officio member of all committees except the Nominating Committee. Shall perform other duties incident to the office of President or as shall be assigned to him/her by the Board.
C. President-Elect – shall assume the powers of the President should the President be unavailable. He/she shall generally assist the President and exercise such powers and perform such other duties as shall be prescribed by the Board.
D. Treasurer – shall have custody of all funds and shall see that a true and accurate accounting of the financial transactions of the Society is made regularly to the Board and a financial summary is presented annually to the Society. He/she shall perform all other duties incident to the office.
E. Secretary – shall keep minutes of all proceedings of the Board. He/she shall attend to the giving and serving of all notices required by law or these bylaws. He/she shall perform all other duties incident to the office.
F. Membership Chair – shall maintain the membership records of the Society. He/she shall lead efforts to recruit new members and introduce them to the services of the Society.
Section 4. Election
The Immediate Past President of the Society shall present a slate of Board Members and Officers for election. This may be done at a meeting of the Society, or virtually. A simple majority of the members casting votes shall constitute acceptance of the slate.
Section 5. Terms
Board members shall be elected for a three-year term, with terms commencing at the beginning of the calendar year. Any board member shall be eligible for re-election for a second consecutive term. Exofficio members are not subject to term limits. Officers shall be elected for a one-year term. The President shall be succeeded by the President-Elect, and shall progress to the Immediate Past President at the conclusion of his or her term. The Treasurer, Secretary and Membership Chair are eligible to serve additional terms, subject to election.
Section 6. Responsibilities and Powers
The Society Board shall have the responsibility to establish the vision and strategic direction of the Society, and guide development of committees, policies, programs and services to fulfill the strategic goals of the Society. The Board shall also have fiduciary accountability for the effective management of the Society’s resources. The actions of the Board shall at all times be in conformity with the bylaws of the Society.
Section 7. Committees
The Society shall have standing committees including, but not limited to, the Nominating Committee, the Membership Committee, the Conference Committee, and the Communications Committee. The President may appoint additional committees with the approval of the Board. The Immediate Past President shall appoint the committee members for the Nominating Committee. Professional Members of the Society may volunteer or be asked to participate in committees without holding a seat on the Board of Directors.
Section 8. Vacancies
Should a vacancy occur on the Board, other than the offices of President-Elect or President, the President, with the approval of the Board, shall appoint a Professional Member to complete the unexpired term. Filling a vacancy in the President or President-Elect Office requires a vote of the membership.
Section 9. Meetings
The Society Board shall meet not less than once a year. Additional meetings may be called by the President with the approval of the Board or upon request of at least one-third of the members of the Board.
Section 10. Board Meeting Quorum
A quorum shall consist of a simple majority of the members of the Board.
Section 11. Order of Meetings
The President of the Society shall preside at Board meetings. In the event the President is unable to preside, the President-Elect shall preside. In the event neither the President, nor President-Elect is able to preside, the Board shall select a Board member to preside at the meeting. The Board shall conduct meetings in accord with Robert’s Rules of Order, so long as these do not conflict with the bylaws of the Society.
Section 12. Forfeiture of and Removal from Office
Board members shall automatically forfeit their Board membership if they lose Society membership eligibility. Board members may also be removed from office by a simple majority vote of the Board pursuant to Article VI: Conflict of Interest of Board Members.
Article VI - Conflict of Interest of Board Members
Section 1. General
The Society Board shall administer its affairs honestly and exercise their best care, skill and judgment for the benefit of the Society. A Board Member shall not use their position, or knowledge gained therefrom, so that a conflict might arise between the Society’s interest and that of the individual or others.
Section 2. Disclosure of Conflict of Interest
Before or during their terms of office, Board Members shall disclose any existing, or possible, conflict of interest including, but not limited to, employment, activity, investment, or other interest that might involve obligations that may adversely compete with, or be in conflict with, the interest of the Society.
Section 3. Resolution of Conflict of Interest
If a perceived conflict of interest cannot readily be resolved, a simple majority vote of the Board, excluding the individual Board member in question, shall make a determination as to whether the individual in question may continue to serve on the Board.
Article VII - Liability
No person who is, or later becomes, a Board Member shall be liable for any indebtedness or liability; any and all creditors of the Society shall look only to the assets of the Society for payment.
Article VIII - Amendments
These bylaws may be amended upon recommendation of the Board to the Membership, and a two-thirds vote of the Membership present at any regular meeting of the Society, provided that such amendments have been published in the notice calling the meeting.
Society Members may petition the Board to change the bylaws, if at least 25 percent of the Society Membership signs such a petition, the Board shall bring proposed amendment to the Membership for a vote to determine if the two-thirds threshold for amendment is reached.
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