Maryland Society for
Health Care Strategy and Market Development Bylaws

Maryland Society for Healthcare Strategy and

Market Development Bylaws

Article I Name

The name of the organization shall be the Maryland Society for Healthcare Strategy and Market Development (MSHSMD).

Article II Purpose

The purpose of the Society shall be to provide career and professional development opportunities to enable practitioners in healthcare strategy, development and implementation to reach new heights of competence and effectiveness, thereby contributing optimally to the fulfillment of the missions of the organizations they serve. 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, board member, or other individual. The Maryland Society shall be registered as a 501(c) 3 organization incorporated under the laws of the State of Maryland.

Upon dissolution, any assets of the Society remaining after payment of just debts shall be distributed to the individual members.

Article III Membership

Section 1. Eligibility
Membership shall be available to any individual who has responsibility for strategy and market development, including (but not limited to) planning, marketing, public affairs, communications, government relations, physician services, practice management, managed care contracting, and business development in a healthcare or related organization.

Section 2. Establishment of Membership
Membership in the Society shall become effective upon receipt of a properly completed application form and receipt of required dues.

Section 3. Type of Membership
The membership of the Society shall consist of individual active members, student members and retired or emeritus members.
A. Individual Active Membership shall be available to persons who are employed by a hospital, allied hospital association, multi-institutional system, healthcare network, health maintenance organization, health plan or any other healthcare service. Active membership will also be available to employees of wholly owned subsidiaries of healthcare providers; persons employed by consulting firms; third party payers; health or hospital administration programs; or federal, state, or local government agencies. Other interested parties also may qualify for membership.
B. Student Membership shall be available to full-time students whose studies concentrate on disciplines relevant to the focus of the Society and the responsibilities of its active members. Student members shall not be entitled to vote or hold an elective office.
C. Retired (Emeritus) Membership shall be available to those who have a minimum of five years membership in the Society and have permanently left full-time employment. Retired members shall not be entitled to vote or hold an elective office.

D. Other types of membership may be established by the Society Board.

Section 4. Transfer of Membership
Membership in the Society shall not be transferable to another person unless so specified by an agreement between the Society and the parties involved. A member whose affiliation changes shall retain membership during the full term for which dues have been paid.

Section 5. Termination of Membership
A. Resignation. A member may resign or retire from the Society at any time by writing to the Society president.
B. 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 of directors. 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 vote of two-thirds of the members of the Society Board present and voting. Any member suspended or expelled may be reinstated by the affirmative vote of a majority of the members of the Society Board present and voting.

C. Nonpayment of Dues.  Members who fail to pay dues within 30 days after due and payable shall have their membership automatically suspended.

Article IV Dues

Minimum annual dues of the Society shall be established by the Society Board. Dues shall become due and payable upon the date fixed by the Society Board. No portion of dues paid by any member shall be refunded because membership is terminated for any reason.

Article V 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 may be called by Society Board. Special meetings shall be limited to consideration of subjects listed in the official call for such meetings, unless it is otherwise ordered by unanimous consent of the members present and voting.

Section 3. Notice of Meetings
The Society President shall notify the membership of annual or special meetings no less than 30 days prior to the date of the meeting.

Section 4. Order of Meetings
The Society shall adopt regulations for conducting meetings and may amend them from time to time by a majority vote of those present and voting at the annual meeting. These regulations shall be in accord with Robert's Rules of Order Newly Revised, when the latter are not in conflict with the bylaws of the Society.

The Society president shall preside at all meetings. In the absence of the president, the president-elect shall assume the chair. In the absence of both, the president shall appoint a member of the current board to preside.

 Section 5. Voting
A. Eligibility to Vote. Any active member in good standing of the Society who is present at the meeting shall be entitled to one vote with the exception of student and retired members who are ineligible to vote. Proxy voting shall not be permitted.
B. Majority. Except as otherwise specified herein, all matters shall be settled by simple majority vote, a majority of members voting in assembly.

Section 6. Quorum
General Meetings. A quorum shall consist of the active members present at a duly called meeting.

Article VI Society Board

Section 1. Eligibility
Any active member of the Society shall be eligible to serve on the society board. Board members serve without compensation.

Section 2. Composition
There shall be a Society Board composed of up to 14 members. All members are voting members.

Section 3. Term
All posts shall be elected for a two-year term to begin at the annual Alfred Knight Awards luncheon and to conclude two years later at said event. Any board member shall be eligible for re-election for a second consecutive two-year term.

Section 4. Powers and Responsibilities
The Society Board shall have the responsibility to establish the vision and strategic direction of the Society and guide development of policies, programs and services to fulfill the strategic goals of the Society. The actions of the Society Board shall at all times be in conformity with the bylaws and regulations of the Society.

Section 5. Vacancies

Should a vacancy occur on the board other than the offices of the president-elect and the president, the president, with the approval of the board of directors, shall appoint an active member to complete the un-expired term.

Section 6. 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 Society Board or upon the written request of at least one-third of the members of the Society Board. Members of the Society Board who are absent from two successive meetings of the board without adequate reason, in the view of the president, shall have their seats declared vacant, to be filled in accordance with Article VI, Section 5.

Section 7. Quorum — Board Meetings
A quorum shall consist of 40% of the members of the Society Board.

Section 8. Forfeiture of and Removal from Office
A. Loss of membership. Board members shall automatically forfeit their board membership if they lose eligibility for or are expelled from membership, pursuant to Article III Membership, Section 5. Termination of Membership.

B. Conflict of Interest. Any board member is subject to removal from office pursuant to Article VIII Conflict of Interest of Board Members.

C. Failure to Fulfill Duty. Any board member is subject to removal from office by a vote of two-thirds of the Society Board for failure to fulfill the duties of office.

Article VII Board Membership

Section 1. Eligibility
Any member in good standing and in compliance with all provisions of the bylaws is eligible to become a member of the board. One-year membership in the Society is preferred.

Section 2. Board Officers
The officers shall be the president, president-elect, secretary, treasurer and other committee chairpersons who shall be elected by the membership of the Society.

Section 3. Terms
The president, president-elect, secretary, and treasurer shall serve for a term of two years beginning at the Alfred Knight Awards luncheon and concluding two years later at the same event. The president-elect shall take office as president at the end of the two-year term as president-elect.

Section 4. Duties
The Society president shall act as chairperson of the society board and shall preside at all meetings of the board, in addition to all annual and special meetings of the Society. The president-elect shall perform the duties of the president whenever the president shall be unable to do so.

Section 5. Forfeiture of and Removal from Office
A. Loss of membership. Officers shall automatically forfeit their office if they lose eligibility for or are expelled from membership, pursuant to Article III Membership, Section 5. Termination of Membership.
B. Conflict of Interest. Any officer is subject to removal from office pursuant to Article VIII Conflict of Interest of Board Members.
C. Failure to Fulfill Duty. Any officer is subject to removal from office by a vote of two-thirds of the Society Board for failure to fulfill the duties of office.

Section 6. Reports
The president shall submit to the Society Board a summary report in writing prior to the end of the term of office. The report shall be communicated to the membership in an appropriate manner.

Section 7. Vacancies
If the office of president becomes vacant, the president-elect shall immediately accede to the presidency for the duration of the un-expired term and also shall continue to serve as president for the subsequent term. If both the president and the president-elect shall become unable to perform the duties of their office, the Society Board shall appoint, from its membership, a president pro tempore to serve for the remaining portion of the un-expired term. At the next regular election of the Society, a president and a president-elect shall be elected in accordance with the Article IX, Section 2c.

Article VIII 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.

The board members shall exercise the utmost good faith in all transactions relating to their duties in the Society. In their dealings with, and on behalf, of the Society they are held to a strict rule of honest and fair dealing with the Society. They 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. Acts of board members shall be for the benefit of the Society in any dealing that may affect the Society adversely or improperly influence their actions affecting the Society or its members.

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. This disclosure shall be made at the first board meeting of each year in writing as a matter of record or when the interest becomes a matter of board action.

Section 2. Disclosure of Conflict of Interest
Each person shall declare any potential conflict of interest before nomination to office, before appointment to fill a vacancy in office, prior to the assumption of office, and annually during the term of office.

Any board member having a possible conflict of interest on any matter shall not vote on that matter when it is presented for board action. The minutes of the meeting shall reflect that a disclosure was made and that there was an abstention from voting. This shall not prevent the board member from briefly stating a position on the matter nor from answering pertinent questions of other board members because a member's knowledge may be of assistance.

Section 3. Resolution of Conflict of Interest
If a perceived conflict of interest cannot readily be resolved, the president of the Society shall appoint an ad hoc conflict of interest committee consisting of three Society members who are not board members.

The committee will review minutes and written conflict of interest statements and determine if the individual is in compliance with the bylaws. If the individual is found by the committee not to be in compliance, the committee may recommend that the individual no longer serve as a director, officer, or nominee.

Appeals of adverse decisions of the ad hoc conflict of interest committee shall be made to the board, which may remove the board member by a vote of two-thirds for failure to fulfill this bylaws provision.

Article IX Committees, Advisory Panels and Councils

Section 1. Nominating Committee
A. Composition. The Nominating Committee shall be composed of no less than three members appointed by the Board president.
B. Duties. Bi-annually, the Nominating Committee shall solicit nominees and develop a slate of candidates to fill expiring terms and vacancies on the board of directors including the office of president-elect. The committee will actively seek input from the Society Board and other Society leaders. In developing the slate, the Nominating Committee will use criteria established by the society board to ensure geographic balance and appropriate representation of the disciplines represented in the Society's membership. The Nominating Committee shall present the slate of board members and officers to the membership one month prior to the Alfred Knight Awards program. The slate may be distributed electronically. 

C. Elections. Bi-annual elections shall take place at the Alfred Knight Awards program.  Members in good standing are eligible to vote. The method of election will be established by the Society Board. The election process shall provide for write-in candidates. The results of the election shall be communicated to the membership.

Section 2. Committees The Society president may appoint committees, advisory panels and task forces with the approval of the Society Board for purposes compatible with the objectives of the Society. All bodies so appointed shall have a majority of their membership composed of members of the Society.

Article X Amendments

Amendments to the bylaws may be proposed by a majority vote of the society board or by petition of at least two percent of the active members in good standing of the Society at the time the petition is filed with the secretary of the Society. Amendments proposed by petition shall be filed with the secretary at least 90 days prior to the annual meeting or the mailing date for the mail ballots.

These bylaws may be amended by a majority vote of the members present and voting at any annual meeting of the Society, or by a two-thirds vote of the complete society board membership. Notice of proposed amendments to be considered at an annual meeting shall be sent to all voting members not less than 30 days in advance of the meeting.

Amendments to the bylaws that are approved by the membership shall become effective upon approval of the Society president.

Approved May 2008