BYLAWS of the NEW MEXICO RIO GRANDE CHAPTER of the CASE MANAGEMENT SOCIETY OF AMERICA
Article I – NAME AND OFFICES
Section 1: The name of the Corporation shall be New Mexico (NM) Rio Grande Chapter of the Case Management Society of America (CMSA).
Section 2: The Corporation shall have and continuously maintain in the District of Columbia a registered agent and office, and may have such other offices within or without the District of Columbia and such other registered agents as the Board of Directors may from time to time determine.
Section 3: The Corporation shall have and continuously maintain in the state of its headquarters a registered agent and office as required by the not for profit Corporation laws of that state.
Article II – PURPOSES
Section 1: Nonprofit organization: The Corporation shall be a nonprofit organization incorporated and operated under the District of Columbia Non-Profit Corporation Act, and shall have such powers as are now or may hereafter be granted by the Act. The Corporation shall operate as a nonprofit tax-exempt organization under Section 501 C (6) of the Internal Revenue Code 9 or the corresponding provisions of any future United States Internal Revenue Law.
Section 2: Purposes: The purposes for which this Corporation is organized are to assist in all legal ways the Case Management Society of America, Inc., as a chapter thereof and whose Bylaws it endorses, and assist in providing the voluntarily coordination of their efforts to advance the profession in all respects. To this end, the Corporation, among other activities, shall endeavor to:
1. Provide the opportunity for the exchange of experience and opinions through discussion, study and publications.
2. Promote the professionalism, science and recognized scope of the practice of case management
3. Provide a forum and assist in unifying professionals actively engaged in case management.
4. Educate its members, health care delivery system, payor communities and the public in the advancement and improvement of quality care, professionalism, cost/benefit effectiveness and health benefits of case management.
5. Develop and encourage consistent professional standards of performance, competence, service and conduct of professional case managers and those supporting case management.
6. Promote the public stature and respect accorded the case management practice while meeting the best interests of practitioners and the public.
Section 3: Restrictions: The following rules shall conclusively bind the Corporation and all persons acting for or on behalf of it:
1. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services and other expenses rendered and to make payments and distributions in furtherance of the purposes set forth herein.
2. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization or organizations under sections 501 ©(6) or 501 ©(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
3. All policies and activities of the Corporation shall be consistent with applicable federal, state and local antitrust, trade and professional regulation, tax exemption and other legal requirements.
Article III – MEMBERSHIP
Section 1: Membership Classes: The Corporation shall have the following classes of members, whose qualification requirements shall be as set forth below:
1. Case Manager Membership: Case Manager Members shall be those persons engaged in the field of case management and must have a health professional degree, current license or national certification in the health or human service profession, and must be a member of the Case Management Society of America and the NM Rio Grande Chapter of CMSA.
2. Associate Membership: Associate membership shall be limited to individuals providing case management related-services and not qualified in Article III, Section 1, #1 and must be a member of the Case Management Society of America and the NM Rio Grande Chapter of CMSA
3. Corporate Membership: Corporate membership shall be those business entities, which have relationships to provide services necessary to ensure cost-effective and efficient health care and must be a member of the Case Management Society of America and the NM Rio Grande Chapter of CMSA. Membership belongs to the Corporation and it shall notify the National CMSA of its designated representative(s).
4. Special Membership: Special membership shall be limited to those individuals whose professional expertise and knowledge are deemed by the Board of Directors to be significant in assisting the Corporation to attain its objectives and must be a member of the Case Management Society of America and the NM Rio Grande Chapter of CMSA. Special members shall be proposed, selected and approved by a majority vote either by mail ballot or at a meeting of the Board of Directors. Each special member shall have the right to vote on all matters submitted to the membership and be eligible for election to the Board of Directors.
5. Officers and Committee Members: Any person who sits on a committee or holds an office must be a member as classified by one of the above Membership Classifications and must be a member of the Case Management Society of America and the NM Rio Grande Chapter of CMSA.
Section 2: Application and Admission for Membership: Applicants shall complete a membership application form and submit the application with applicable dues and any fees to the office of the Case Management Society of America. Admission of all applicants for membership shall be in accordance with the requirements of the Case Management Society of America.
Section 3: Resignation: Any member may resign by filing a written resignation with the Secretary but such resignation shall not relieve the member of the obligation to pay any unpaid dues, assessments, fees or charges accrued before the resignation was received.
Section 4: Termination of Membership: The membership of any member may be terminated or suspended, as more fully set forth below, without hearing or prior notice, where the member is delinquent for a period of 60 days in the payment of Corporation dues, assessments, fees or charges owed by that member. The Board of Directors, by a two-thirds vote, may expel a member for cause [in addition to non-payment of dues, assessments, fees or charges] after appropriate notice and a due process hearing is offered in accordance with procedures adopted by the Board of Directors, at which time the member may respond in person or in writing, and may be represented by counsel if the member so elects. Appeal from a Board vote of suspension or termination may be made in accordance with procedures adopted by the Board of Directors by asking the Board of Directors to reconsider its decision, and the Board agrees to do so.
Section 5: Transfer of Membership: Individual Case Manager membership in the Corporation is not transferable or assignable.
Article IV – AFFILIATION WITH THE CASE MANAGEMENT SOCIETY OF AMERICA, INC
Section 1: General Affiliation: The Corporation shall affiliate with CMSA under the CMSA-Affiliate Agreement, which shall govern the relationship of the parties, and agrees to adopt the CMSA model affiliate bylaws.
Section 2: Financial Relationship with CMSA: This Corporation shall receive from CMSA the “local chapter” share of the CMSA dues. This Corporation shall determine the amount of local dues to be added to national dues.
Section 3: Chapter Representation at CMSA Meetings: This Corporation shall be represented at CMSA Meetings through a designated representative, who shall be registered with CMSA, when feasible.
Section 4: Restrictions on Chapter Statements and Actions: The Corporation shall not express any position or statement, or take any action, on behalf of or binding CMSA without the express prior consent of the New Mexico Rio Grande Chapter of CMSA Board of Directors or Board of Directors of CMSA.
Article V – DUES AND OTHER CHARGES
Section 1: Dues, Assessments, Fees and Charges: Membership dues and assessments or application fees or other charges, if any, shall be established from time to time by the Board of Directors, as it may deem necessary and proper. Each member shall be obligated to pay applicable dues, assessments, fees and charges in full for the year in which membership is held.
Section 2: Delinquency, Membership Suspension and Termination: Any member who is delinquent in dues, assessments, fees or charges for a period of sixty (60) days from the time said amounts shall become due, shall be notified of such delinquency and suspended by the Corporation from membership services. If payment is not made within the next succeeding thirty days, the delinquent member shall be dropped from membership and all rights and privileges of membership shall be automatically terminated. Such suspension or termination, at the request of the member, may be temporarily vacated by affirmative action of the Board of Directors.
Section 3: Refunds: No dues, assessments, fees or other payments shall be refunded to any member whose membership terminates for any reason.
Section 4: Contractual Obligation to Pay Dues, Assessments, Fees and Charges: Acceptance of membership in the Corporation signifies acceptance of a contractual obligation to pay dues and any assessments, fees or charges that accrue to that member. Notice of this obligation shall be conspicuously displayed on the Application for Membership and in the letter providing notice of membership approval.
Article VI – MEETINGS OF MEMBERS
Section 1: Annual Meeting: An annual meeting of the members shall be held at such time and place as the Board of Directors may determine, for the transaction of all proper business as may come before the membership.
Section 2: Special Meetings: Special meetings of the members may be called either by the Board of Directors at any time or shall be called upon written request of fifteen members entitled to vote within thirty days after filing of the request with the President. The business to be transacted at any Special Meeting shall be stated in the notice thereof.
Section 3: Notice of Meeting: Notice stating the place, day and hour of any annual or business meeting of members shall be delivered electronically to each member entitled to vote, not less than ten nor more than forty days before the day following the day such notice is sent by Email, such notice shall be deemed to be delivered on the second day following the day such notice is sent by Email or deposited in the United States mail addressed to the member at the member’s address as it appears on the records of the Corporation, with postage thereon prepaid. Any member may waive notice on any meeting.
Section 4: Quorum: A minimum of twenty percent (20%) of Members entitled to vote shall constitute a quorum at any membership meeting. If a quorum is not present at any meeting of members, a majority of the members present and entitled to vote may adjourn and reconvene when there is a quorum from time to time without notice.
Section 5: Voting: At all meetings of the Corporation each member under Article III, Section 1, shall have one vote and may take part and vote in person only. Voting by proxy shall not be permitted. Unless specifically provided otherwise in these Bylaws, a majority vote of those members entitled to vote, present and voting shall govern.
Section 6: Voting by electronic mail or any other means of electronic or telephonic transmission (including facsimile transmission): Voting on all matters may also be conducted by electronic mail or any other means of electronic or telephonic transmission (including facsimile transmission), as provided in these Bylaws (including the proviso that each member shall state, or submit information from which it can be determined, that the method of voting chosen was authorized by the member). Proposals to be offered to the members for a vote, except election ballots, shall first be approved by the Board of Directors unless the proposal is endorsed by twenty percent (20%) of the members entitled to vote in which case Board approval shall not be necessary. On any vote, no less than twenty percent (20%) of all members entitled to vote shall cast a ballot to constitute a valid action and a majority of those voting shall determine the action.
Section 7: Rules of Order: The most recent edition of ROBERT’S RULES OF ORDER shall govern parliamentary procedure for the meetings and proceedings of the Corporation, except as may be otherwise provided by law or these Bylaws.
Article VII – OFFICERS
Section 1: Officers: The officers of the Corporation shall be Past President (one year term every other year), President (two year term), President Elect (one year term every other year), Secretary (two year term), Treasurer (two year term), Treasurer Elect (one year term every other year) and four Directors (two year terms with two Directors elected every two years). The President Elect shall automatically succeed to the President and the Treasurer Elect shall automatically succeed to the Treasurer at the beginning of the corporation’s fiscal year.
Section 2: Qualifications of Office: Any Case Manager Member or Special Member entitled to vote and in good standing shall be eligible for nomination and election to any elective office of the Corporation except President Elect. The President Elect office requires 2 years previous New Mexico Rio Grande Chapter Board of Director experience within the past 5 years.
Section 3: Nomination and Election of Officers: The Board of Directors may serve as ad hoc nominating committee. Any person so nominated shall have consented prior to nomination. Additional nominations may be made from the floor and/or straw ballot.
At least sixty days prior to March 1st, the Board of Directors shall invite suggestions from the membership for those offices, which are vacant or about to expire, allowing thirty days for suggestion. The Board of Directors shall then nominate candidates for the required offices of the Corporation as provided in these Bylaws and report such.
Voting on the Directors and Officers may be conducted by electronic mail or any other means of electronic or telephonic transmission (including facsimile transmission), as provided in these Bylaws (including the proviso that each member shall state, or submit information from which it can be determined, that the method of voting chosen was authorized by the member). No less than twenty percent (20%) of all members entitled to vote shall cast a ballot to constitute a valid election and a majority of those voting shall determine the election outcome.
Section 4: Term of Office: Each officer will take office immediately following installation and shall serve for the following terms of office and shall serve until a successor assumes office:
Past President – one year every other year (opposite year of President Elect)
President – two years
President Elect – one year every other year (opposite year of Past President)
Secretary – two years
Treasurer – two years
Treasurer Elect – one year every other year
Director – two years (2 Director terms shall alternate years of election)
Each officer will serve concurrently as a member of the Board of Directors.
Section 5: Vacancies: A vacancy in any office due to death, resignation, removal, and disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 6: Removal: Any officer may be removed by a two-thirds vote of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.
Section 7: Past President: The Past President position is that of advisor to and diplomat for the Chapter. The Past President serves as a member of the Board of Directors. This is a voting position.
Section 8: President: The President shall chair the Board of Directors, and shall be the chief executive officer of the Corporation. The President also shall serve as a member-officio, with right to vote, on all committees except the nominating committee. The President shall make all required appointments of standing and special committees except the Nominating Committee. At the Annual Meetings of the Corporation and at such other times as the President shall deem proper, the President shall communicate to the membership such matters and make such suggestions as may, in the President’s opinion, tend to promote the welfare and/or increase the usefulness of the Corporation. The President shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board of Directors. This is a voting position.
Section 9: President Elect: The President Elect is a transitional and preparatory role. The President Elect shall succeed to the Presidency. The President Elect shall perform the duties of the President in the event of the President’s inability to serve. The President Elect may work closely with the other associations, industry groups and organizations to further the collaborative work of the association. Additionally, the President Elect provides oversight management to the committees, reporting those activities to the President. The President Elect shall have such other duties as may be delegated by the Board of Directors. This is a voting position.
Section 10: Secretary: The Secretary shall provide for the proper recording of proceedings of the Corporation Board of Directors; provide for accurate membership records; provide for proper mailings of notices to members, maintain the seal of the Corporation, perform all duties customarily incident to the office of the Secretary and delegate any of these duties as specified by the Board of Directors to other staff. This is a voting position.
Section 11: Treasurer: The Treasurer shall be responsible for all funds, accounts and securities of the Corporation and the collection of all dues, assessments, fees, and charges if any, and the deposit and disbursements of all moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors; perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Board of Directors; and may delegate any of these duties as specified by the Board of Directors to other staff. The Treasurer shall report the financial condition of the Corporation at all meetings of the Board of Directors and at each fiscal year, the Treasurer shall prepare an annual report, which will reflect on audit, or management review of a Certified Public Accountant as determined by the Board of Directors. At the expiration of the term of office, the Treasurer shall deliver over to the successor in office all books, money, and other property in the Treasurer’s custody and control or, in the absence of a successor shall deliver such properties to the president. This is a voting position.
Section 12: Treasurer Elect: The Treasurer Elect is a transitional and preparatory role. The Treasurer Elect shall succeed to the Treasurer. The Treasurer Elect shall perform the duties of the Treasurer in the event of the Treasurer’s inability to serve. The Treasurer Elect will work closely with the Treasurer to learn the responsibilities of the Treasurer position. Additionally, the Treasurer Elect provides support to the committees and events, reporting those activities to the Treasurer. The Treasurer Elect shall have such other duties as may be delegated by the Board of Directors. This is a voting position.
Section 13: Directors: The Directors are elected to the Board of Directors for a two year term and represent the members’ needs to the Board of Directors. A Director shall be appointed as a liaison to a chapter committee and will report on committee actions to the Board of Directors as appropriate. These are voting positions.
Article VIII – BOARD OF DIRECTORS
Section 1: Authority and Responsibility: The governing body of the Corporation shall be the Board of Directors. The Board of Directors shall have the supervision, control and direction of the affairs of the Corporation, its committees and any publications; shall determine its policies or changes therein and shall actively prosecute its objectives and supervise the disbursement of its funds. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable.
Section 2: Composition: The Board of Directors shall consist of the President, the President Elect (every other year), the Secretary, the Treasurer, the Treasurer Elect (every other year), the Past President (every other year), and four Directors, all who shall be elected as provided within.
Section 3: Manner of Election and Term: The members of The Board of Directors that are subject to election shall be elected by vote of the members entitled to vote. Ballots shall be sent to the membership no later than March 1 of each year. In accordance with the Bylaws of the Case Management Societyof America, Inc. and as a nonprofit organization incorporated and operated under the District of Columbia Non-Profit Corporation Act, the term of any one Board of Directors Position is limited to three consecutive years. After one year out of the specified Board of Directors position, the member can seek re-election to the specified Board of Directors position.
Section 4: Nominations: The Nominating Committee, acting in accordance with ARTICLE VII, Section 2 and Section 3 of these Bylaws, shall present to the membership no later than March 1, at least one nomination for each seat on the Board of Directors that is expiring.
Section 5: Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. Provided that less than a quorum is present at said meeting, a majority of the Board of Directors present may adjourn the meeting from time to time without further notice.
Section 6: Manner of Acting: The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by these Bylaws. Voting rights of the Board of Directors member shall not be assigned to another Board of Directors member or exercised by proxy.
Section 7: Regular and Special Meetings: A regular meeting of the Board of Directors shall be held no less than three times during each fiscal year at such time and at such place as the Board of Directors may prescribe. Special meetings of the Board of Directors may be called by the President or at the request of any two members of the Board of Directors.
Section 8: Meeting Attendance by Telephone; Voting by Mail or Telephone Call or Electronic Mail or Any Other Means of Electronic or Telephonic Transmission: Members of the Board of Directors may participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation or voting in a meeting shall constitute presence in person at the meeting for purposes of determining a quorum and for voting. Voting by mail or by telephone call or electronic mail or any other means of electronic or telephonic transmission (including facsimile transmission) is permissible in the same manner as for the Board of Directors under these Bylaws.
Section 9: Special Meeting Notice: Notice of all Special Meetings shall be provided to all Board of Directors members by Email, mail, facsimile, personal delivery, overnight express service, or telephone not less than thirty (30) days before the meeting is held. If notice is given by mail, such notice shall be deemed to be delivered on the second day following the day such notice is sent by Email or is deposited in the United States mail. Any Board Member may waive notice of any meeting and a Board Member’s attendance at any meeting shall constitute waiver of notice of such meeting unless such attendance is for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
Section 10: Action by Board of Directors Without Meeting: Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a mail ballot, Email ballot or consent in writing, setting forth the action so taken shall be received and signed by all Board of Directors members entitled to vote with respect to the subject matter thereof.
Section 11: Absence: Any elected officer or member who shall have been absent from three consecutive meetings of the Board of Directors during a single administrative year shall be deemed to have resigned from the position of the Board of Directors, and the vacancy shall be filled as provided by these Bylaws; provided, however, the Board of Directors members may expressly excuse such absence by affirmative vote of majority of the Board.
Section 12: Vacancies: The Board of Directors shall fill any vacancy occurring on the Board of Directors between Annual Meeting by a vote of its members. A member elected to fill a vacancy shall serve the predecessors unexpired term and will be eligible for election to additional terms on the Board of Directors.
Section 13: Removal: A member may be removed for good cause by a two-thirds vote of the Board of Directors.
Section 14: Compensation: Members and elected officers shall not receive any salaries for their services.
Section 15: Rules of Order: Parliamentary procedure for the most recent edition of ROBERT’S RULES OF ORDER shall govern meetings and proceedings of the Board of Directors, except as may be otherwise provided by these Bylaws.
Article IX – SPECIAL AND STANDING COMMITTEES
Section 1: Composition and Authority: The President, with the approval of the Board of Directors, may designate one or more special or standing committees to assist the Board of Directors in management of the Corporation; provided, however, the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon them by law.
Article X – FINANCE
Section 1: Fiscal Year: The fiscal year of the Corporation shall be on a fiscal year from April 1 to March 31.
Section 2: Contracts: Only the President and/or the Treasurer may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation upon majority vote of the Board of Directors.
Section 3: Checks, Drafts, Etc.: All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by the resolution of the Board of Directors.
Section 4: Deposits: All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may elect.
Section 5: Gifts: The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes of or for any special purpose of the Corporation.
Section 6: Bonding: Trust for surety bonds shall be furnished for the President, Treasurer, Treasurer Elect and all members of the Board of Directors. The Board of Directors shall determine the amount of such bonds.
Section 7: Audit: The accounts of the Corporation shall be audited or reviewed not less than annually by a Certified Public Accountant. The Certified Public Accountant shall provide a report to the Board of Directors.
Article XI – BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. The Corporation shall provide such annual financial statements and/or audit to CMSA as required under the Affiliation Agreement with CMSA and policies hereunder, and to enable CMSA to carry the Corporation on CMSA’s group exemption notice to the Internal Revenue Service where applicable.
Article XII – WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given under the provisions of the District of Columbia Nonprofit Corporation Act or under the provisions of the Article of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XIII – INDEMNIFICATION
The Corporation shall indemnify any current or former officer, committee member or agent of the Corporation, or any person who may have served at its request as a director or officer of another Corporation, whether for profit or not for profit, to the full extent permitted by the District of Columbia Nonprofit Corporation Act against expenses actually and necessarily incurred by that person, and by related liabilities, judgments, or claims, in connection with the defense of any action, suit, or proceeding in which that person is made a party by reason of being or having been such officer, director, committee member, agent, or aforementioned Corporation designee, except in relation to matters as to which that person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty to the Corporation. Such Indemnification shall not be deemed exclusive of any other rights to which such person may be entitled, under any bylaw, agreement, vote of the Board of Directors or members, or otherwise. The Corporation shall be entitled to purchase insurance for such indemnification as determined from time to time by the Board of Directors of the Corporation.
Article XIV – AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds vote of the Board of Directors at any regular or special meeting, or voting by telephone call or electronic mail or any other means of electronic or telephonic transmission (including facsimile transmission), as provided in these Bylaws (including the proviso that each such director shall state, or submit information from which it can be determined, that the method of voting chosen was authorized by the director) and upon due notice of the proposed Bylaw changes.
CMSA-Rio Grande Chapter Bylaws
January, 2001; revised September, 2002; January, 2003; October 2006; March, 2010; February 2011; March 2013 and January 2014.