Bylaws of The Nevada Association of Medical Products Suppliers
ARTICLE 1 - Introduction and Definition
This organization will have the purposes and powers as will be stated hereafter, and which maybe granted later by changes approved by the membership or directed by law.
Section 3.1 - Definition of membership
The members of this association are those individuals, sole proprietors, partnerships, and corporations or other business entities involved with or interested in the business of providing durable medical equipment and/or medical products and/or medical services to the public.
Section 3.2 - Classes of Members
The association will have three classes of members that are designated as Follows:
Section 3.3 - Definition of classes and eligibility for membership
A. Regular Members:
In order to be eligible for regular membership in the association, the applicant shall be an individual, sole proprietor, partnership, corporation, or other business entity which shall establish that it meets the qualifications defined below. A regular member shall have full voting rights. One vote is authorized per member. A regular member must:
B. Associate Members:
In order to be eligible for associate membership in the association, the applicant shall be an individual, sole proprietor, partnership, corporation, or other business entity not otherwise qualified as a regular member and who shall be involved in the manufacture, wholesale only, or non-retail type of business related to the home medical equipment industry. An associate member shall:
C. Private Individual Members:
Any individual interested in participating with the Association and who the members feel could add their expertise and guidance in helping the Association accomplish our goals. An Individual Member:
Section 3.4 - Branch Membership
A. For the purposes of the bylaws, a "branch' shall mean a home medical equipment supply facility which is operated as a separate division or profit center or as a wholly owned or controlled subsidiary of a parent organization.
B. If a parent organization is ineligible for membership because it does not meet the principal office requirements of section 3.3 of these bylaws, a branch that meets the requirements for membership in the organization may apply for regular membership, in which event only the branch applying for regular membership shall be entitled to all of the benefits and obligations of a regular member including voting, eligibility to hold office, and special assessments.
C. If there is more than one branch within our state boundary, all branches are eligible to join and all shall have the rights of regular membership. However, only two members of any company can serve on the Board of Directors at the same time.
Section 3.5 - Right to vote and hold office
A. All elected officers of the association and the elected members of the Board of Directors shall be held only by individuals who are actively engaged in a managerial capacity (or its'delegate) of the member companies. An Associate Member and/or a Private Individual Member as indicated in Section 3.3 B&C above may also be elected to the Board of Directors. The maximum non Regular Member Directors and Officers may not exceed two (2) at any time.
B. Except as otherwise provided by these bylaws, members should be entitled to participate in all the activities, to receive the benefits of all the services of the Association, and to one vote upon all matters, which come before the general membership of the Association. A vote of a majority of the Directors shall be required for election to membership. No member-elect shall be qualified as a member until the annual dues for the balance of the Association's fiscal year, pro-rated from the first day of the month in which such member is entering, have been paid. Then the member-elect shall become a member in good standing. In the event that the Board of Directors does not approve the application for membership, then the applicant shall be promptly notified of such action.
Section 3.6 - Change in Name
In the event of a change in name of a member which does not change ownership or otherwise alter the conditions of original election to membership, the Secretary on his/her own authority shall, upon request of the member, enter such a change on the roster and cause a notice thereof to be published.
Section 3.7 - Change in Ownership
In the event of a change in ownership of a member, said member must immediately notify the Association, in writing, of such a change. The new ownership must complete a membership application and comply with all the requirements defined in these bylaws related to election to membership.
Section 3.8 - Member Dues
The Annual dues payable to the Association by regular members and associate members will be in such amount(s) as may be determined from time to time by resolution of the Board of Directors. Annual dues will be payable in advance on the first day of each calendar year. Annual dues of new members will be pro-rated from the first day of the month in which such member is entering.
Section 3.9 - Assessments
Regular members and associate members may be subject to assessment of special dues as determined by the Board of Directors. Such action may be taken pursuant to a meeting in which a quorum is present. The amount of regular annual dues or special dues fixed by the Board of Directors will become, on and after notice, an indebtedness to the Association collectible by due course of law. The failure to pay any dues or special assessments shall render the member liable to expulsion.
Before any resolution of assessment is voted on by the Board of Directors, the Board will advise the general membership of it's intention to consider an assessment resolution by giving said membership thirty (30) days advance notice. Comments regarding the assessment resolution should be directed to the Secretary, who will compile the comments and present them to the Board of Directors.
Section 3.10 - Place of Members' Meetings
Meetings of members will be held at such places that the Board of Directors designates.
Section 3.11 - Annual Members' Meetings
The annual meeting of the members will be held at a time and place that the Board of Directors designate.
Section 3.12 - Special Members' Meeting
Special meetings of the members may be called by any of the following:
A. The majority of the Board of Directors.
B. The Chairperson.
C. Members having at least fifteen- percent (15) of the votes which all members are entitled to cast at such meetings.
D. The majority vote of the Executive Committee, as defined in Section 5.9
Section 3.13 - Notice of Members Meetings
Written notice stating the date, place, and time of the meeting shall be delivered not less than fifteen (15) days before the meeting. The notice shall be by first class mail, telegram, E-mail or Fax and be directed to each member of the association. In the case of a special member meeting, the notice shall also state the purpose(s) for which the meeting was called. If mailed, the notice will be deemed to be delivered on the date it is deposited in the U.S. or other mail service.
Section 3.14 - Voting Rights of Members
Each regular member will be entitled to one vote on each matter submitted to a vote of members. However, the associate members and private Individual members have no voting rights.
Section 3.15 - Members Proxy Voting A member may vote either in person or by proxy executed in writing by the member. No proxy shall be recognized as valid after thirty (30) days from the date of its execution unless expressly provided otherwise in the proxy.
Section 3.16 - Quorum of members The number of members entitled to vote represented in person, or by proxy which constitutes a quorum at a meeting of members will be twenty-five percent of the votes entitled to be cast in such a manner. The vote of a majority of the votes entitled to be cast by the members present, or represented by proxy at a meeting at which a quorum is present is necessary for the adoption of any matter voted on by the members, unless a greater proportion is required by law, the articles of incorporation of this association, or any provision of these bylaws.
Section 3.17 - Termination of Membership Membership will terminate in this organization upon any of the following events:
A. Receipt by the board of directors of the written resignation of a member, executed by that member.
B. The failure of a member to pay dues or assessment within ninety (90) days after their due date. Notice will be sent after sixty (60) days by regular mail and the automatic termination will occur thirty (30) days thereafter if still unpaid.
C. Violations of the association code of ethics as determined by the opinions, decisions and advice of the ethics committee and as approved by the board of directors.
D. Conviction of a felony related to the business of retail, wholesale, rental or distribution of medical products, services or supplies for home use in the care and treatment of patients.
E. By majority vote of the board of directors, upon exclusion of a member from participation in the Medicare or Medicaid programs, by the department of health and human services or a comparable state agency.
After formal termination, a former member must follow the application process for new members if they want to reapply for membership in the future.
Section 3.18 - Interest in Association Funds and Property
Any person whose membership in this association shall have terminated for any reason except that of final dissolution of the association shall relinquish and forfeit all interest in any funds or other property belonging to the association.
4.1 - Definition of Board of Directors
The Board of Directors is that group of persons vested with the management of the business and affairs of this association subject to the law, The Articles of Incorporation, and these Bylaws. The directors are elected by the membership at the annual meeting based upon the recommendation of the nominating committee. Any Regular Member in good standing may make nominations from the floor. The nominees receiving the majority of votes shall be elected.
Section 4.2 - Number and Terms of Directors
A. The Board of Directors shall consist of nine (9) Members including the immediate past Chairperson. The term of each director shall be two (2) years. The First board of Directors shall determine which of its members shall serve for two (2) years and which shall serve for one year. Four members will be elected each year.
B. No company may have more than two representatives on the board of directors.
C. The term shall begin at the end of the annual meeting.
D. A director may be removed from office by the membership when such action will serve the best interest of the association. Such removal may only come after an investigation and an opportunity for the director to confront his accusers.
E. A director who misses two unexcused meetings per year may be removed as a director as determined by the Chairperson. For purposes of this section, the word "Year" is defined as that period which begins at the end of the annual meeting and concludes at the end of the succeeding annual meeting.
F. Resignation of the Directors will become effective upon acceptance by the Chairperson and vacancies may be deemed to exist as of such effective date. Any vacancy occurring on the board of directors may be filled by appointment by the Chairperson and subject to the approval of the board of directors. The appointee will serve for the unexpired term in office of the predecessor.
Section 4.3 - Time and Place of Directors Meetings
Meetings of the Board of Directors, regular or special, will be held at a time and place designated by the President or by written request of a majority of the Board or Executive Committee.
Section 4.4 - Quorum of Directors
A majority of the board of directors shall be necessary and sufficient to constitute a quorum for the transaction of business at every meeting of the Board of Directors.
Section 4.5 - Notice of Meetings
Ten (10) day notice of the place, day and hour of every regular and special meeting shall be given to each Director, either by E-mail, fax or letter, delivered to the address as it appears upon the books of the corporation, according to the records of the association.
Section 4.6 - Action without a Meeting
Any action required to be taken by the Board of Directors may be taken without a meeting, but with the same force and effect as taken by a vote of the Directors at a meeting, upon ratification by the Board via E-mail, fax or written authorization.
Section 4.7 - Personal Liability or Directors
A Director engaged in carrying out duties or responsibilities for the Association shall not be personally liable for monetary damages as provided by state law or as such for any action taken, or any failure to take action, unless:
Section 4.8 - Compensation
Directors, as such, shall not receive any compensation for their services, but by resolution of the Board of Directors, a fixed sum for expenses, if any, may be allowed for attendance at any special meeting.
Section 5.1 - Definition of Executive Officer
The Executive Officers of the Association shall be a Chairperson, a Vice-Chair, a Secretary and a Treasurer, and such other officers as the board from time to time considers necessary for the proper conduct of the business of the Association. The Executive Officers shall be elected at the annual meeting from the Board of Directors and shall hold office for the term of one year, and from thereafter until a successor is elected or until death, resignation or removal.
Section 5.2 -Chairperson
The Chairperson shall be the Chief Executive Officer of the Association. The Chairperson shall preside at all meetings of the members and directors .The Chairperson shall manage and direct the business of the Association.
Section 5.3 - President
The President shall be the managing director of the Association. The President shall, preside at all meetings with the Chairperson. The President shall have general daily management of the business of the Association. The President does not have to be a member of the association and can be a volunteer or paid employee .The President shall also be covered under section 4.7of these Bylaws.
Section 5.4 - Vice-Chair
The Vice-Chair shall, in the absence of the Chairperson, perform all the duties of the Chairperson and when so, all actions shall have all the power of the Chairperson. The Vice-Chair shall have such additional powers and duties as may be assigned by the Board of Directors. Section
5.5 - Secretary
The Secretary shall keep the minutes of the meetings of members, of the Board of Directors and of the Executive Committee, in books provided for the purpose. The Secretary should see that all notices are duly given in accordance with the provisions of the bylaws or as required by law. The Secretary shall be the custodian of the records, sign the membership cards if any of the association and shall perform such other duties as, from time to time, may be assigned to this office by the Board of Directors or by the President.
Section 5.6 - Treasurer
The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Association, and shall deposit or cause to be deposited, in the name of the Association, all moneys or other valuable affects in such banks, trust companies, or other depositories as shall, from time to time, be selected by the Board of Directors. The Treasurer shall render to the President and to the Board of Directors, whenever requested, an account of the financial condition of the Association, and, in general, shall perform such other duties as may be assigned by the Board of Directors or by the President.
Section 5.7 - Removal or Resignation of Officers
Any officer may be removed, either with or without cause, by a majority of the Directors, at any regular or special meeting of the Board. Any officer shall be removed should the officer cease to be qualified for the office held. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chairperson or Secretary of the Corporation.
Section 5.8 - Vacancy in the Office of the President
If the office of the President shall be vacated for any reason, the Chairperson shall become acting president until a replacement is appointed.
Section 5.9 - Vacancy in Executive Offices
If a vacancy occurs in any Executive Office for which provision for filling such vacancy is not otherwise provided for in these bylaws, then any such vacancy shall be filled by the Board of Directors for the remainder of the unexpired term and until a successor has been duly elected and qualified at the next regular election.
Section 6.1 - Committees appointed by the Board of Directors
The Board of Directors shall create and appoint a chairman for the following committees:
Each Committee chairperson except for the Ethics Committee shall be a member of the Board and conduct the affairs of their committees under the supervision of the Chairperson and/or President. Each Chairperson will prepare a report of the progress of their committee for presentation at each Board meeting. The Association's President will chair the Ethics Committee.
Section 6.2 - Executive Committee
The Executive Committee will be composed of the officers of the Association. The Chairperson will chair this committee. The President will also attend these meetings.
Section 6.3 - Participatory Committee
The positions on all of the other committees shall be open to the membership at large.
Section 7.1 - Fiscal Year
The fiscal year of this association will be the calendar year.
Section 7.2 - Books and Records
This Association will keep an accurate complete record book of accounts, and minutes of proceedings of its members, Board of Directors, and Directorial Committees. The Association will keep a membership register giving the names, addresses, class of membership and other details for each member. Also a copy of its Bylaws including amendments to date certified by the secretary of the Association will be available. This information will be located at the office of the current President of the Association.
Section 7.3 - Inspection of Books and Records
All books and records of this Association may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time upon a verbal or written request.
Section 7.4 - Nonprofit Operations- Compensation
This Association will not have or issue shares of stock. No dividend will be paid and no part of the income of this Association will be distributed to its members, Directors, or Officers. However, the Association may pay compensation in a reasonable amount to members, Officers or Directors for services rendered which have been approved by the membership. The Association may also employ a salaried President as indicated in Section 5.3.
Section 7.5 - Loans to Management and Members
This Association will make no loans to any of its Directors, Officers, Members, or President.
Section 7.6 - Ownership of Association
Section 8.1 - Amendments of Articles of Incorporation
The power to alter, amend or repeal the Articles of Incorporation to the Association is vested in the members. Such action must be taken pursuant to a resolution approved by a majority of the members.
Section 8.2 - Modification of Bylaws
The power to alter, amend or repeal any Bylaws or adopt new Bylaws in so far as is allowed by law is vested in the board of directors and or Members.
Section 9.1 - Indemnification
Every Director, Officer, the President or employee of the Corporation shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon any person in connection with any preceding to which the person may be made a party, or in which the person may become involved by reason of being or having been a Director, Officer, President or employee of the Association, or any settlement thereof, whether or not the person is a Director, Officer, President or Employee at the time such expenses are incurred, except in such instances wherein the Director, Officer, President or Employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties. The foregoing right of Indemnification shall be in addition to and not exclusive of all other rights to which such Director, Officer, President, or Employee may be entitled.
Section 10.1 - Definition
Board of Directors, a corporate body comprised of elected members, as agent for the membership.
Section 10.2 - Description, Board of Directors
Section 10.3 - Functions
The Board of Directors shall fulfill the following responsibilities.
Attendance at Board meetings is limited to elected board members, NAMPS Members and Invited guests.
Section 10.4 - Officers and Duties
BOARD OF DIRECTORS
RICHARD J. POZESKY - PRESIDENT