MGMA Utah Bylaws

BYLAWS
of the
UTAH MEDICAL GROUP MANAGEMENT ASSOCIATION

ARTICLE I: NAME

SECTION 1. The name of the organization shall be Utah Medical Group Management Association (hereinafter referred to as the “Association”, or UMGMA.) The Association is a non-profit corporation incorporated under the laws of the State of Utah.

SECTION 2. Offices of the Association shall be at the office of the President of the Association, or at such other location as may be determined by the Executive Committee.

ARTICLE II: PURPOSE

The purpose of the Association shall be to advance the profession of medical practice management and to cooperate with related healthcare organizations to improve healthcare delivery for the citizens of Utah.

ARTICLE III: MEMBERSHIP CATEGORIES

SECTION 1. Active: An Active member is a Utah resident, or a resident of a neighboring state, who performs general management duties in a medical practice, or supervises one or more departments in a medical practice, or is both a manager/supervisor and/or a medical caregiver. This includes such positions as: Medical Practice Administrator, Office Manager, Center manager, Clinic Manager, CEO, Operations Director, Assistant Manager, Front Line Supervisor, Executive Director, etc. An active member shall be entitled to vote on all Association business and serve on the Executive Committee, Board of Directors and Association committees.

SECTION 2. Associate: An Associate member is a Utah Resident who works in an ancillary or supporting capacity in medical practice operations. This includes billing, contracting, marketing, provider relations, consulting, insurance, etc. An associate member may serve as directed by the Executive Committee, but may not vote or be eligible to serve as an Association Officer.

SECTION 3. Student: A Student member is enrolled as a full-time student in an accredited program relating to health, business, hospital management or some type of related studies and has documented evidence of this enrollment. A student member may serve as directed by the Executive Committee, but may not vote or be eligible to serve as an Association Officer.

ARTICLE IV: ORGANIZATION STRUCTURE SECTION 1. General.

The Association shall be directed by an Executive Committee which shall have general management authority to control all the business and affairs of the Association, its properties and its funds, and shall have and enjoy all the powers necessary, essential or

incidental to the carrying out of the purposes for which the Association exists. These powers shall include, but are not limited to,

  1. The right to enter into contracts,
  2. To execute and deliver any instrument in the name of and on behalf of the

    Association.

  3. To manage the funds of the Association by directing their deposit,

    investment and disbursement.

  4. To direct the activities of the Association,
  5. To determine policies, procedures, and the dues structure within the

    scope of these bylaws, and

  6. To establish and supervise committees as deemed necessary.

SECTION 2. Governing Structure.

  1. The Executive Committee. The officers who constitute the Executive Committee are the President, President-Elect, Immediate-Past-President, Secretary/Treasurer and Member-at-large.
  2. Board of Directors: The Executive Committee will be expanded to create a Board of Directors with the addition of a Legislative Liaison to the Utah Medical Association, and the Forum Representative of the American College of Medical Practice Executives. These additional Board members will be non-voting and their role will be to provide additional member perspective to the Executive Committee and assist where possible in managing the activities of the Association. They will be appointed by the Executive Committee.
  3. Committee chairs may serve as Board members as directed by the Executive Committee.

SECTION 3. Officers and Board Members.
A. Officers and Board Members and Their Duties Defined:

  1. 1)  President: The President shall be the chief officer and will preside at all meetings of the Executive Committee and the Association. The President will communicate to the membership matters affecting the Association between meetings and will perform such other duties as are necessary to the office.
  2. 2)  President Elect: The President Elect shall be an officer and perform all the duties of the President during his or her absence and will assist the President in fulfilling of his or her duties as requested.
  3. 3)  Immediate-Past-President: The Immediate-Past-President shall be an officer and shall perform such duties as the Board requests.
    He or she will also be the chair the nominating committee.
  4. 4)  Secretary/Treasurer: The Secretary/Treasurer shall be an officer whose duties are:
  1. To give notice of all meetings of the Association and to make provision for the keeping of a record of all proceedings.
  2. To coordinate the publication of the Association newsletter.
  3. To be responsible for managing the funds of the

    Association, and

  4. To report the financial activities of the Association.
  1. 5)  Member-at-large: The Member-at-large shall be an officer and shall assist in the development of the UMGMA educational programs, shall be a contact for member inquires and perform other duties as requested by the Board.
  2. 6)  Legislative Liaison: The Legislative Liaison shall be a Board member and represent the Association at the Utah Medical Association Legislative Committee and perform other duties as requested by the Board.
  3. 7)  ACMPE Forum Representative: The ACMPE Forum Representative shall be a Board member and Represent the ACMPE to the Association and perform other duties as requested by the Board.
  4. 8)  Committee Chairs. The Executive Committee may establish committees for specific activities and the Chair(s) of such committees may be invited to be Board members at the discretion of the Executive Committee. The term of such Board membership will be at the discretion of the Executive Committee.

B. Term, Nominations and Manner of Election.

  1. 1)  All officers shall be elected by the voting members of the Association for a period of one year or until their successor is elected or qualified.
  2. 2)  The Secretary/Treasurer will succeed to the office of President Elect; the President Elect will succeed to the office of President and the President will succeed to the office of Immediate-Past- President.
  3. 3)  The Member-at-large will serve for a period of two years. This position may not be held by any former President until that person has been off the Executive Committee for at least three years.
  4. 4)  At each Annual Meeting a Secretary/Treasurer will be elected, who will then serve in each of the offices described in B.2, above.
  5. 5)  At each alternate Annual Meeting a Member-at-Large will be elected.
  1. 6)  Terms of office will begin at the conclusion of the Annual Business Meeting and end approximately one year later at the conclusion of the next Annual Business Meeting.
  2. 7)  All officers must be Active members of the Association and the President and President Elect are required to be members of the national MGMA.
  3. 8)  Nominating Committee: The President shall appoint, with the approval of the Executive Committee, a Nominating Committee, which will consist of three members, one of whom shall be the Immediate-Past-President of the Association who will serve as the Chair of the Committee.
  4. 9)  The Nominating Committee shall recommend candidates for Secretary/Treasurer at each Annual Meeting, for Member-at-Large at each alternate Annual Meeting, and any vacated position(s), to the Executive Committee, and shall make a reasonable effort to notify the membership of its nominations at least 30 days prior to the Annual Business Meeting. The Executive Committee will have the final say as to who may be nominated. No member of the Nominating Committee will be eligible to be nominated for any position.
  5. 10)  The Nominating Committee Chairperson will conduct an election at the Annual Business Meeting in which each voting member will have one vote to cast for each position. Candidates receiving the highest number of votes for each position shall be declared elected. Results of the election shall be announced no later than the conclusion of the Annual Business Meeting.

SECTION 4. Quorum of the Executive Committee.

At any meeting of the Executive Committee a majority of the voting members shall constitute a quorum for the transaction of the business of the Association, and any such business thus transacted shall be valid providing it is affirmatively passed upon by a majority of those present and voting.

SECTION 5. Meetings of the Board and Voting Procedure.

A regular meeting of the Board of Directors shall be held no less than two times each year at such time and place as the Board may prescribe. Notice of all such meetings shall be given to the Directors not less than thirty days before the meeting is scheduled.

Special meetings of the Board may be called by the President, or at the request of three Officers, by notice mailed, emailed, delivered, or faxed to each member of the Board, not less than seventy-two hours before the meeting is scheduled. Special meetings may be held by telephone conference call and votes may be cast during such a conference. Officers may also submit their votes by mail, email or faxed message pursuant to procedures adopted by the Executive Committee. Voting rights of an Executive Committee Member shall not be delegated to another, nor exercised by proxy.

SECTION 6. Vacancies and Removal.

Any vacancy occurring on the Board of Directors between the Annual Business Meetings shall be filled by appointment by the Executive Committee upon recommendation of the Nominating Committee. A Director so appointed to fill a vacancy shall serve the un- expired term of his or her predecessor.

The Executive Committee may remove any Director by a two-thirds vote of the Executive Committee present at any regular or special meeting.

SECTION 7. Compensation:

Directors and officers shall not receive any compensation for their services. They may, however, be reimbursed for expenses incurred in performing their duties and when approved by the Executive Committee.

SECTION 8. Indemnification.

Each Director and Officer of the Association shall be indemnified by the Association to the fullest extent allowed by State law against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they become involved, by reason of being or having been, an Officer or Board Member of the Association unless the Officer or Board Member is judged guilty, by a competent court, of willful misfeasance or malfeasance in the performance of his or her duties.

SECTION 9. Medical Group Management Association.

The UMGMA shall be affiliated with the national Medical Group Management Association by entering into an affiliation agreement with the national MGMA, which agreement may be amended from time to time by the Executive Committee.

SECTION 10. Related Organizations

In order to further the objectives of the Association, the Board of Directors may establish relationships with other associations of similar purpose. The Board of Directors shall establish such terms and conditions for relating to organizations as it considers desirable. If such organizations desire affiliation with the national MGMA they will be referred there.

ARTICLE V: DUES
SECTION 1. Establishment of Dues.

Dues and admission fees, if any, for all classes of membership shall be established by the Executive Committee.

SECTION 2. Delinquency and Cancellation.

Any member of the Association who shall be delinquent in the payment of dues for a period of sixty days from the time dues are owed shall be notified of such delinquency

and notified that they will be suspended from membership if the dues are not paid in the succeeding thirty days. If the dues are not paid within the 30 day period the delinquent member shall be dropped from the membership roll and thereupon forfeit all rights and privileges of membership, unless such suspension, at the request of the member, is waived by affirmative action of the Executive Committee. Dues are non-refundable.

ARTICLE VI: MEETINGS OF MEMBERS AND VOTING SECTION 1. Business Meeting.

An Annual Business Meeting of the Association shall be held once each year at such time as directed by the Executive Committee for the purpose of electing directors and for the transaction of business.

SECTION 2. Special Meetings.

Special meetings of the Association may be called by the President or Executive Committee at any time, or shall be called by the President upon receipt of a written request by twenty-five percent of the voting members specifying the purpose, or purposes, of the meeting.

Such special meetings will be held within thirty days after the filing of such a request with the President. The business to be transacted at any special meeting shall be stated in the notice thereof, and no other business may be considered at that meeting.

SECTION 3. Notice of Meetings.

Written notice will be sent by mail or e-mail of any business meeting of the Association at which official Association business will be conducted, not less than ten, nor more than forty, days before the date of the meeting.

SECTION 4. Voting.

At all business meetings of the Association, each Active member shall have one vote, and may take part and vote in person only. A majority vote of those members present and voting shall decide each question.

SECTION 5. Quorum of Members.

At business meetings of Members, a quorum shall consist of all voting members in attendance.

SECTION 6. Other Business.

Members may not raise any matter for vote at a business meeting unless they have given the specifics of the matter to the President no less than thirty days prior to the meeting. The President will notify the members of the matter in a timely manner.

ARTICLE VI: OTHER COMMITTEES AND APPOINTMENTS SECTION 1. Creation and Dissolution of Committees.

The Executive Committee may create and dissolve special committees at its discretion. SECTION 2. Other Appointments.

The Executive Committee may appoint Association members to work with the national MGMA and other related healthcare organizations, as appropriate.

ARTICLE VII: AMENDMENT

These bylaws may be amended by a two-thirds vote of the members present at the meeting where the amendment is presented.

ARTICLE VIII: MISCELLANEOUS
SECTION 1. Fiscal Year.
The fiscal year of the Association shall be the calendar year. SECTION 2. Accounting.

The accounts of the Association shall be examined annually by a Certified Public Accountant who shall be recommended by the President and approved by the Executive Committee. The CPA shall provide a written report to the Executive Committee.

SECTION 3. Vacancies.

If a person no longer meets the criteria to serve as an Officer or member of the Board of Directors of the Association, such person shall tender a resignation to the Executive Committee.

AS APPROVED BY THE EXECUTIVE COMMITTEE ON Sep. 16, 2015.

BY ____________________________________________________ PRESIDENT

Daniel Smith

BY ____________________________________________________ PRESIDENT ELECT

Katherine Newman