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By-Laws

(Revised May 2007)

ARTICLE I
NAME AND AFFILIATION

The name of this organization shall be the Harris County Medical Society Alliance,
hereinafter referred to as the Alliance. It is a constituent member of the Texas
Medical Association Alliance, hereinafter referred to as the TMAA, and the
American Medical Association Alliance, hereinafter referred to as the AMAA.

ARTICLE II
OBJECTS AND GOVERNMENT

Section 1. The objects of this organization shall be:

(a) To foster closer relations and promote mutual understanding in the medical community.

(b) To promote educational, legislative and philanthropic activities.

(c) To coordinate and advise concerning the activities of its branch alliances.

Section 2. The Alliance shall be guided by the policies of the Harris County
Medical Society.

Section 3. The Alliance is incorporated under Article 4.06 of the Texas Non-Profit
Corporation Act.

ARTICLE III
COMPONENT ALLIANCES, DEFINITION AND RULES

Section 1. Branches of the Alliance may be established by active members of the
Alliance in accordance with the TMAA Bylaws with the following provisions:

(a) Twenty-five active members is the required minimum for the establishment of a branch.

(b) Petition for establishment of a branch must be approved by the Alliance,
then presented to the TMAA membership chairman to be presented to and
approved by the state Executive Committee.

(c) Each branch may adopt its own bylaws and plans of operation provided
they are not in conflict with the bylaws or objectives of the TMAA or the Alliance.

(d) Each branch shall establish a committee to work actively on membership
recruitment; shall encourage members to attend meetings of the county alliance; shall participate in major activities of the county alliance and in activities in which the Harris County Medical Society requests assistance from the Alliance; and shall establish and implement health-related programs in its own area.

(e) Each branch shall be represented on the Executive Board of the county
alliance by its presiding officer, whose status shall be that of other Executive Board members.

(f) A rebate of five dollars ($5.00) per active branch member per year shall be
made by the county alliance to the Treasurer of each designated branch.

Section 2. Chapters may be organized in accordance with provisions outlined in
the TMAA Bylaws.

(a) The establishment of chapters requires approval by the Executive Boards
of the TMAA and the Alliance, and their bylaws and programs shall not be in
conflict with those of the TMAA and AMAA.

(b) Chapters shall function as autonomous organizations within the TMAA
structure.

ARTICLE IV
MEMBERSHIP

Section 1. Membership in this organization shall be open to spouses of physicians
who are eligible to be members of Harris County Medical Society and/or Texas
Medical Association and spouses of deceased members. Membership shall be
extended to certain other spouses of physicians as hereinafter provided.

Section 2. Membership shall be extended to:

(a) Spouses of members of the TMA and spouses of deceased members of the
TMA residing in Harris County.

(b) Spouses of members of the TMA and spouses of of deceased members of
the TMA residing in counties surrounding Harris County provided the county of
residence does not have an organized alliance at the time of application.

(c) A divorced non-physician member in good standing at the time of the
divorce. The membership eligibility remains until re-marriage to a non-physician.

(d) Physicians who are eligible to be members of HCMS and/or TMA.

Section 3. Persons eligible for membership in the Alliance who choose to belong
to the Alliance and any other county alliances concurrently shall pay local dues to each county and pay state and national dues through one county.

Section 4. Names of persons eligible for membership shall be verified through the executive offices of the Harris County Medical Society or the Texas Medical
Association.

Section 5. The membership of this organization shall consist of (a) active, (b)
affiliate, (c) student, (d) honorary, (e) branch, and (f) chapter members. All
classifications of membership shall be processed through the Alliance's regular
membership channels.

(a) The active membership shall consist of spouses of members of the
HCMS/TMA as set forth in Sections 1 and 2. Only an active member can vote and
hold office or chair a committee.

(b) The affiliate membership shall consist of the following:

(1) Spouses of interns, residents and fellows who are either members of or eligible for membership in the HCMS.

(2) Spouses (meeting HCMSA membership eligibility requiremenets) of deceased, retired, inactive, honorary, and emeritus or life members of the HCMS/TMA may choose affiliate membership.

(3) Interns, residents and fellows who are eligible to be members of HCMS and/or TMA.

(c) Student membership shall consist of spouses of medical students who are either members of or eligible for membership in the HCMS. Student members shall receive the newsletter and, at the discretion of the president, may be appointed as liaison representatives to committees.

(d) Honorary membership shall be conferred upon those members of this
Alliance who have served as President of the TMAA. Honorary members shall
retain all rights of active members.

(e) Branch membership shall consist of active or affiliate members of the
Alliance who choose also to be members of a branch.

(f) Chapter membership shall consist of members of organize chapters who
have paid state and national dues through their local chapters.

Section6. The spouse of a retired or deceased physician may, upon moving to
Harris County or surrounding county withot an organized alliance, become an
active or affiliate member of the Alliance, provided the physician was a member of a state medical association at the time of retirement or death.

Section 7. Membership will be automatically terminated when a spouse no longer meets membership eligibility requirements.

ARTICLE V
DUES

Section 1. Dues of active members shall be forty-five dollars ($45.00) per year plus
state dues. National dues shall be optional.

Section 2. Dues of affiliate members shall be twenty dollars ($20.00) per year plus
state dues. National dues shall be optional.

Section 3. Dues of student members shall be eight dollars ($8.00) per year plus
state dues. National dues shall be optional.

Section 4. Dues of branch members are included in the dues of the active/affiliate
members

Section 5. Dues of chapter members shall be twenty dollars ($20.00) per year. Their
state and national dues are paid through their chapters.

Section 6. Annual dues shall be due and payable in November for the following
fiscal year.

Section 7. Any member who fails to pay dues by June 1, after due notice has been
given, shall be dropped from the rolls. A member who desires reinstatement shall
be restored to full membership upon payment of current dues.

Section 8. Dues of new members who join after September 30 will apply for the
next fiscal year.

Section 9. Honorary members shall pay no county dues but shall pay state and
national dues through this Alliance.

ARTICLE VI
OFFICERS

Section 1. The elected officers of this organization shall be President, President
Elect, Vice President, Recording Secretary, Treasurer. The appointed officers shall
be Parliamentarian, Chaplain and Corresponding Secretary.

Section 2. These officers shall assume their duties at the conclusion of the Annual
Meeting and shall serve until the installation of officers at the next Annual Meeting.
Their duties shall be as follows:

(a) The President shall preside at all meetings of the Alliance and of the
Executive Board; shall fill any vacancies in elective offices except that of President or President Elect, subject to approval of the Executive Board; shall appoint ad hoc committees as needed; shall serve as a delegate to the Annual
Convention of the TMAA; shall attend the Fall Conference of the TMAA; shall
perform all duties usually pertaining to the office of President; and shall serve
as ex-officio member of all committees except the Nominating Committee.

(b) The President Elect shall be an active aide to the President; shall study all
activities of the Alliance in order to serve efficiently as President of this
organization; and shall be presented as the Nominating Committee's candidate
for President at the next election of officers. The President Elect shall
call a meeting of the incoming Advisory Board in March or April to present
plans for the coming year; shall attend the Fall Conference of the TMAA; and
shall serve as a Delegate to the Annual Convention of the TMAA and bring to
the county Assembly a report of this convention. The President Elect shall
appoint a Parliamentarian, a Chaplain, a Corresponding Secretary and
Chairmen for Standing and Program Extension Committees, all of whose
appointments shall become effective immediately following installation as
President at the Annual Meeting. The President Elect shall serve as ex-officio
member of all committees except the Nominating Committee.

(c) The Vice President, in the absence of the President, shall perform the
duties of the President. The Vice President shall arrange meeting places and
assign hostesses for all meetings of the Executive Board; shall serve as General
Chairman for the Annual Membership Coffee; and shall succeed to the office
of President in the event a vacancy occurs in that office.

(d) The Recording Secretary shall keep correct records of all meetings of the
Alliance and of the Executive Board and shall perform all other duties usually
pertaining to such office.

(e) The Corresponding Secretary shall conduct the correspondence of the
organization, shall present communications to the Assembly, and shall perform
all other duties usually pertaining to such office.

(f) The Treasurer shall be responsible for maintaining the Alliance accounts
and paying the bills; shall serve as liaison with the TMAA for collection of
dues; shall be ready at all times to report on the status of the Alliance accounts; shall submit the books to an accredited accountant for a compilation
at the close of each fiscal year; shall serve on the Finance Committee and
chair the Budget Subcommittee.

(g) The Parliamentarian, when requested by the presiding officer, shall advise
on all points of parliamentary procedures by the adopted authority, Robert's
Rules of Order Newly Revised.

(h) The Chaplain shall serve on request of the president.
Section 3. An elected officer may be removed from office for valid cause by
majority vote of the Executive Board.

Section 4. The Executive Board shall have the authority to approve a nomination
submitted by the Nominating Committee to fill any vacancy occurring in an
elective office.

ARTICLE VII
BOARDS

Section 1. The Executive Board shall be composed of the officers, members of the
Advisory Board, President of the HCMSA Philanthropic Fund, Chairmen of Standing
and Program Extension Committees and ad hoc committees, presiding officers of
the branches, the spouse of the President of the Harris County Medical Society, and
members of this Alliance who serve on the Executive Board of the TMAA and the
AMAA. The Executive Board shall conduct the business of the Alliance. For the
purposes of the Texas Non-Profit Corporation Act, the Executive Board is the Board
of Trustees of the Corporation.

Section 2. Executive Board members shall be expected to attend all Board and
Regular Meetings. A committee Chairman unable to attend shall send the Vice-
Chairman or a member of the committee.

Section 3. The Advisory Board shall consist of any member of this Alliance who is
a Past President, current President or President Elect of the TMAA; the last three
living Past Presidents of this county Alliance; and one other Past President of the
President's choice. It shall advise and assist the President and the Executive Board
in conducting the business of this Alliance.

ARTICLE VIII
COMMITTEES

Section 1. Standing Committees of this Alliance shall be Finance, Historical,
Long Range Planning, Membership, Nominating, Project and Publicity

(a) The Finance committee shall consist of the immediate past treasurer,
Chairman; current treasurer, Co-Chairman; immediate past president; current
president; current president-elect; the next immediate past treasurer, and one
member appointed by the president. In case of inability, to serve by any
member of the committee, a suitable replacement shall be appointed by the
president. A subcommittee, consisting of the current treasurer as chairman,
the finance chairman, the president, and the president-elect shall convene in
December for the purpose of working out details of a proposed budget for the
next fiscal year. This budget shall be presented for approval at the January
Executive Board meeting.

(b) The Historical Committee shall consist of a Chairman appointed by the
President, a Vice Chairman appointed by the Chairman, and other members
appointed at the Chairman's discretion. This committee shall collect all items
pertaining to Alliance activities during the year, mount them in a book and file
the book in the Alliance office.

(c) The Long Range Planning Committee shall consist of a Chairman and four
additional members appointed by the President. One member of the committee
shall be a Past President. The committee shall evaluate and study any
suggestions presented to them by members; shall study organizational and
policy procedures and future objectives; and shall make recommendations to
the Executive Board, striving to recommend goals for improvement and
continued growth of the Alliance.

(d) The Membership Committee shall consist of a Chairman appointed by the
President, a Vice Chairman and a minimum of five other members appointed
by the Chairman.

(e) The Nominating Committee shall consist of the Immediate Past President
as Chairman and four other elected members (see Article X, Section 2).

(f) The Project Committee shall consist of a Chairman appointed by the
President, a Vice Chairman, and other members appointed at the Chairman's
discretion. This committee shall be in charge of the Alliance's annual fundraising
project.

(g) The Publicity Committee shall consist of a Chairman appointed by the
President, a Vice Chairman, and other members appointed at the Chairman's
discretion. This committee shall be in charge of all publicity for the Alliance's
annual fund-raising project and all publicity pertaining to other activities of the
Alliance. This committee shall prepare and distribute press notices for the
year, including publicity for conventions and special events, and shall keep
a file of publicity materials distributed and clippings of material appearing in
publications during the year.

Section 2. Program Extension Committees shall be determined annually by the
President Elect with the approval of the incoming Advisory Board.

ARTICLE IX
CONVENTION DELEGATES

Section 1. TMAA will assign the number of Convention delegates to which our
Alliance is entitled based on the size of our Alliance at the time. The President and
President Elect shall serve as Delegates to the State Convention. The Executive
Board at its March or April meeting shall elect the remaining number of Delegates
required and an equal number of Alternates. The President shall serve as Chairman
of the Delegation and shall see that the Alliance shall be represented by the
required number of Delegates at each Business Session of the State Convention.
The President shall have the authority to appoint additional Delegates if necessary.

Section 2. All Delegates shall vote as a unit in accord with the designated intent of
the Executive Board of this Alliance

ARTICLE X
NOMINATIONS, ELECTIONS, VACANCIES

Section 1. NOMINATING COMMITTEE


(a) The Nominating Committee shall consist of five members. The Immediate
Past President shall serve as Chairman of the committee. Four additional
members and three alternates shall be elected by the Executive Board at its
November meeting.

(b) Members shall be elected from the following categories: one member and
one alternate shall be elected from among those serving as current members
of the Executive Board; three members, plus two alternates, shall be elected
from among members of the General Assembly. No member who has served
on the committee in either of the two proceeding years shall be eligible.

(c) These elections shall be by written ballot, and agreement to serve must be
obtained from potential nominees before placing the name in nomination.

(d) The Nominating Committee shall meet and present a ticket of one nominee
for each elective office and one nominee for each of the elected Trustee
positions of the HCMSA Philanthropic Fund at the February General Meeting.

Section 2. ELECTION OF OFFICERS

(a) The elected officers of this organization shall be elected annually at the
February General Meeting.

(b) Nominations for any office may be made from the floor of the Assembly,
provided consent of the eligible nominee has been obtained in writing and
submitted to the President prior to the opening of the February General
Meeting.

(c) When only one member is nominated for an office, a voice vote may be
taken.

Section 3. VACANCIES

(a) In the event of a vacancy in an elective office, the Nominating Committee
which presented the ticket for that year shall be recalled to present another
nomination to be elected by the Executive Board.

(b) In the event the Immediate Past President is unable to serve as Chairman
of the Nominating Committee, the current President shall appoint a recent,
active Past President, excluding the Immediate Past Chairman of the
Nominating Committee, to serve as Chairman.

ARTICLE Xl
MEETINGS

Section 1. GENERAL MEETINGS

(a) A minimum of five and a maximum of eight General Meetings of the
Alliance shall be held annually.

(b) Regular General Meetings shall be held in the months of September,
January, February, April and May. Additional General Meetings needed shall
be determined and scheduled by the President. Dates shall be printed in the
yearbook.

(c) All General Meetings will be held the fourth Tuesday of the month, with
the exception of the May meeting, which shall be held the third Tuesday of
the month. Meeting dates may be changed by order of the Executive Board or
the Assembly with adequate notice provided.

(d) Special Meetings of the Assembly may be called by the President with the
approval of the Executive Board with not less than five days notice given to
the members.

(e) The February General Meeting shall be for the purpose of electing officers.
The Annual Meeting shall be held the third Tuesday in May and shall be for
the purpose of installing officers, receiving reports of retiring officers and
committees and for other business that may be necessary.

(f) Four officers and twenty members shall constitute a quorum for any
General Meeting of the Assembly. Absentee ballots shall not count towards
the quorum.

Section 2. EXECUTIVE BOARD MEETINGS

(a) A minimum of seven and a maximum of nine Executive Board Meetings of
the Alliance shall be held annually.

(b) Executive Board Meetings shall be held in the months of May, August,
September, October, November, January, February and April. Additional
Executive Board Meetings may be determined and scheduled by the President.
Dates shall be printed in the yearbook.

(c) The first Executive Board Meeting shall be held in May following the
Annual Meeting. Subsequent meetings shall be held on the second Tuesday
of the month. Meeting dates may be changed by order of the Executive Board,
adequate notice being given.

(d) Special Meetings of the Executive Board may be called by the President,
or shall be called by the President, upon written request of ten members of the
Executive Board, with no less than five days notice to members.

(e) Four officers and twelve members shall constitute a quorum for any
meeting of the Executive Board. Absentee ballots shall not count towards a
quorum.

ARTICLE Xll
PARLIAMENTARY PROCEDURE

The rules contained in Robert's Rules of Order Newly Revised shall govern the
Alliance in all cases to which they are applicable and in which they are not
inconsistent with these Bylaws or the Standing Rules.

ARTICLE XlII
AMENDMENTS

Section 1. These Bylaws may be amended by a two-thirds vote at a meeting of the
Assembly by giving notice at a previous Regular Meeting or by written notice
mailed to each member at least ten days in advance of a Regular Meeting, or a
Special Meeting called for this purpose.

Section 2. Any member may cast an absentee vote by sending in or delivering it to
the County President. This vote must arrive no later than three days prior to the
Regular meeting and must include the issue being voted upon, choice indicated,
proper signature and date.

STANDING RULES (Amended 2000)
1. FINANCE

(A) Fiscal Year
The fiscal year of the Alliance shall be January 1 through December 31.

(B) Designated Funds
Dues monies collected, less state and national dues and branch rebates,
during a current year shall be held as designated funds in an interest bearing
account for the operating budget of the following fiscal year.

(C) Budgeted Funds
The budget shall be based on monies from dues collected, less state and
national dues, and monies from interest earned from the Alliance's accounts
during the immediate preceding fiscal year.

(D) Reserve Funds

(1) At the end of each fiscal year, any unspent budgeted or unspent unbudgeted monies shall be added to the reserve fund.

(2) A balance of two thousand dollars ($2,000.00) shall be maintained in the reserve fund at all times.

(3) When the reserve fund exceeds the required maintained amount, an amount not to exceed one thousand dollars ($1,000.00) per fiscal year may be spent from the reserve fund for membership development and/or program enhancement at the discretion of the President. All other expenditures from
the reserve fund must be approved by the Executive Board:

(a) Expenditures of three hundred dollars ($300.00) or less may be approved by the Executive Board only.

(b) Expenditures in excess of three hundred dollars ($300.00) must be referred by the President to the Finance Committee for study. The report of the Finance Committee shall be presented to the Executive Board for consideration. Upon Executive Board approval, the proposed expenditure
shall be recommended to the Assembly for approval.

(E) Treasurer's Books and IRS Filing
The Treasurer's books shall be submitted to an accredited accountant for a
compilation and preparation of IRS Form 990 at the close of each fiscal year.

2. SCHOLARSHIPS

(A) Each year the Alliance may give from the budget for the current year a
maximum of five hundred dollars ($500.00) in scholarships.

(B) All monies donated to the scholarship fund shall be deposited in an interest
bearing account of the HCMSA Philanthropic Fund, to be disbursed for use by
candidates selected by the scholarship committees.

(C) The number of scholarships to be awarded each year and the amount of
each scholarship shall be determined by the Trustees of the HCMSA
Philanthropic Fund, based on the amount of available funds and recommendation from the Nursing Scholarship Committee.

(D) Nursing Scholarships

(1) Nursing scholarships shall be given to candidates in either Bachelor of Science and/or Associate Degree in nursing programs in accredited schools of Nursing in Harris County. The candidates are selected by the HCMSA Nursing Scholarship Committee and approved by the Directors of Nursing of each school.

(2) The sum awarded shall be sent to the scholarship departments of the designated schools, and deposited in the recipient's name, and disbursed to the student as needed for nursing school-related expenses.

(3) There shall be three copies of the agreement signed by the recipient and the Nursing Scholarship Chairman. One copy will be sent to the Directors of the Nursing School; One copy to the Treasurer of the Philanthropic Fund; and One copy shall stay with the recipient for their record.

(4) Applicants shall be considered for scholarships in an ADN program after having completed Med. Surg. l courses (Class as well as clinicals); Applicants in BSN programs must have completed 60 hours of nursing school classes (or comparable).

(5) This scholarship is given to a student only one time. If an applicant does not receive a scholarship, he/she may reapply for interviews at the discretion of the Scholarship Board.

(6) The trustees of the HCMSA Philanthropic Fund shall be responsible for maintaining a minimum of ten thousand dollars ($10,000.00) in unallocated scholarship funds at all times, so that there will be annual funds available for these scholarships.

(7) Contributions may be made to HCMSA Philanthropic Fund for nursing scholarships as donations, Memorials, or Honorariums.

3. MEMORIALS
When the attention of the Alliance is called to the death of a member or of a
member's spouse or to the death of a Past President (whether the Past President
is a member at the time of death or not) a memorial of fifteen dollars ($15.00)
shall be sent to the Physicians Benevolent Fund.

4. AMENDMENTS
These Standing Rules may be amended at any regular meeting of the Assembly
by a majority vote provided that notice has been given at the previous Regular
Meeting or by written notice mailed at least ten days in advance of a Regular
Meeting or a Special Meeting called for this purpose.

HARRIS COUNTY MEDICAL SOCIETY ALLIANCE
POLICY STATEMENT

(Amended May 1995)

1. ATTENDANCE AT MEETINGS: Participants at all Harris County Medical Society
Alliance Business Meetings must be Alliance members; however, members' guests may attend General Meetings unless otherwise stipulated. The Annual Membership Coffee is for members and prospective members only.

2. CANDIDATE SUPPORT: Alliance members are encouraged to become
informed about candidates and issues of their personal preference. TEXPAC
membership is encouraged. Candidates for office, as well as proponents and
opponents of issues, may be invited to speak or to participate in panel discussions at Alliance functions, provided both sides are given the opportunity.

3. LEGISLATIVE ACTIVITIES: The Legislative Committee shall keep the
membership informed on pending legislation affecting the health profession.
Neither the name of the organization nor the name of any officer in his/her official capacity may be used in connection with a political interest. However, the Alliance may endorse or oppose any pending legislation if so recommended by the Harris County Medical Society.

4. PRODUCT ENDORSEMENT: No commercial interest shall be endorsed by
the Alliance.

5. PUBLICITY: All publicity (except that directed to the Alliance's own
membership) shall be handled through the Alliance Publicity Chairman, with the
approval of the President. The Alliance Newsletter shall include only information
relating to the projects and activities of the organization. Exceptions to this policy may be made only upon approval of the Alliance President.

6. YEARBOOK/MAILING LISTS: The yearbook and mailing list of the Alliance
membership shall be used only in connection with Alliance business.

7. REPRESENTATION: The Alliance shall not be officially represented on the board of other organizations and shall not affiliate with other organizations except with the approval of the Harris County Medical Society. Any official representative shall be appointed by the Alliance President.

 

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