Massachusetts Medical Group Management Association
BY-LAWS

Article I NAME

The legal NAME of the ASSOCIATION shall be the MASSACHUSETTS MEDICAL GROUP MANAGEMENT ASSOCIATION (ASSOCIATION), a non-profit corporation, incorporated under the Laws of the Commonwealth of Massachusetts (MMGMA). The ASSOCIATION shall be also be known as Massachusetts / Rhode Island Medical Group Management Association to reflect its membership and service to both Massachusetts and Rhode Island medical groups.

Article II PURPOSES

The PURPOSE of the ASSOCIATION shall be to provide continuing education and professional development for its Membership in the profession of medical group practice management, assure participation in advocacy of Membership concerns regarding legislation at state and national levels, maintain avenues of communication with third-party payors of health service and other health care professionals and provide a forum where the Membership can discuss areas of mutual interest.

Article III DEFINITION OF MEDICAL GROUP PRACTICE ORGANIZATION

The term MEDICAL GROUP PRACTICE ORGANIZATION as used herein shall mean an organized group of one or more licensed doctors with common facilities, or other related healthcare delivery organization actively engaged in the practice of medicine or dentistry, and which shall employ a person or persons in the active supervision or support of its business affairs.

Article IV MEMBERSHIP

A. CATEGORIES OF MEMBERSHIP

There shall be four classifications of MEMBERSHIP, designated as follows:

  1. ACTIVE MEMBER. Active membership may be held by one who participates in the business affairs of a MEDICAL GROUP PRACTICE ORGANIZATION within the Commonwealth of Massachusetts or the State of Rhode Island.
  2. CORPORATE/VENDOR MEMBER. A CORPORATE/VENDOR MEMBER is defined as follows: an organization which offers goods and/or services to support the administration and operation of a MEDICAL GROUP PRACTICE ORGANIZATION. The organization does not provide direct patient care nor day to day management services to a MEDICAL GROUP PRACTICE ORGANIZATION. CORPORATE/VENDOR MEMBERS shall use the MMGMA name with approval. Membership in MMGMA does not in any way construe MMGMA’s endorsement of the organization’s products and services.
  3. COURTESY MEMBER. A full-time student or full-time faculty member enrolled or teaching in a health care related field of study at a Massachusetts or Rhode Island School or whom resides in Massachusetts or Rhode Island and insurance representatives granted COURTESY MEMBER status.
  4. DISTINGUISHED MEMBER. A DISTINGUISHED MEMBER is an ACTIVE MEMBER, CORPORATE/VENDOR MEMBER or COURTESY MEMBER who has demonstrated outstanding service and commitment to the ASSOCIATION and to the medical group management profession while a member. The BOARD OF DIRECTORS may institute policies and procedures necessary to select and honor DISTINGUISHED MEMBERS.

B. RIGHTS AND PRIVILEGES OF MEMBER

  1. At all meetings of the ASSOCIATION, each MEMBER shall have one vote and may vote in person only.
  2. Committees. All MEMBERS may serve on committees.
  3. No applicant shall be denied membership on the basis of race, color, creed, religion, sex, national origin, sexual orientation, status as an individual with a disability or protected veteran or for any other reason which is in violation of federal or Massachusetts state law.

C. ANNUAL DUES

  1. ANNUAL DUES shall be reviewed and recommended by the EXECUTIVE COUNCIL to the BOARD OF DIRECTORS (BOARD) and approved by the BOARD annually.
  2. ANNUAL DUES shall be for the fiscal year (July through June). Members whose dues are not paid by December 31st shall be dropped from the rolls of the ASSOCIATION.
  3. A member that is dropped from the rolls shall be reinstated as a MEMBER upon payment of ANNUAL DUES subject to the policies and procedures established by the BOARD.

Article V BOARD OF DIRECTORS

The management of the affairs of the ASSOCIATION shall be vested in a BOARD OF DIRECTORS of five (5) members, a minimum of whom must be comprised of eighty percent (80%) ACTIVE MEMBERS; four (4) of whom are elected by the MEMBERS and one (1) ex officio member (IMMEDIATE PAST PRESIDENT). The BOARD shall have responsibility for the affairs of the ASSOCIATION and to make policy on behalf of the MEMBERSHIP of the ASSOCIATION. The Board shall be composed of the following: the PRESIDENT, VICE PRESIDENT, TREASURER, SECRETARY and IMMEDIATE PAST PRESIDENT. A majority of the members of the BOARD OF DIRECTORS shall constitute a quorum at any meeting. All vacancies occurring in the BOARD OF DIRECTORS shall be filled by the PRESIDENT with the approval of the BOARD OF DIRECTORS until the next ANNUAL MEETING.

Article VI OFFICERS

The OFFICERS of the ASSOCIATION shall be the PRESIDENT, VICE PRESIDENT, TREASURER, and SECRETARY.

A. PRESIDENT. The PRESIDENT shall be the chief executive officer and shall preside at all meetings of the ASSOCIATION. She/he shall cause to be communicated to the membership all matters affecting the ASSOCIATION between meetings and shall perform such other duties as are necessarily incident to the office. She/he shall fill, with the approval of the BOARD OF DIRECTORS, all unexpired terms of office.

B. VICE PRESIDENT. The VICE PRESIDENT shall perform all duties of the PRESIDENT in her/his absence and shall at her/his request assist the PRESIDENT in the fulfillment of her/his executive duties. The VICE PRESIDENT, with the PROGRAM CHAIR, shall organize and conduct a program of meetings and seminars to foster communication and assist in the professional development of the members of the ASSOCIATION.

C. TREASURER. The TREASURER shall:

  1. Cause to be kept a current record of the MEMBERS of the ASSOCIATION, furnishing an updated count of the MEMBERS at the ANNUAL MEETING.
  2. Cause to be sent out notices of dues, collecting the same and depositing them in a bank approved by the BOARD OF DIRECTORS.
  3. Make disbursements at the direction of the BOARD OF DIRECTORS.

D. SECRETARY. The SECRETARY shall:

  1. Cause to be sent out a notice of all meetings of the ASSOCIATION and make provision for the keeping of a record of all proceedings.
  2. Upon approval of the BOARD OF DIRECTORS, the SECRETARY may designate a member as ASSISTANT SECRETARY.
  3. Conduct correspondence at the direction of the PRESIDENT.

Article VII ELECTIONS

A. Nominations

The PRESIDENT shall, at least 60 days prior to the ANNUAL MEETING, appoint a NOMINATING COMMITTEE, of at least three ACTIVE MEMBERS and chaired by the IMMEDIATE PAST PRESIDENT, who will present a slate of OFFICERS to the  MEMBERSHIP at the ANNUAL MEETING. All OFFICER positions shall be open to nomination each year. The PRESIDENT shall invite nominations from the MEMBERSHIP. Any such nominations must be received by the PRESIDENT or Chair of the NOMINATING COMMITTEE no later than thirty (30) days in advance of the ANNUAL MEETING.

B. Qualifications for Elective Office

The NOMINATING COMMITTEE shall consider such criteria as balance between Massachusetts and Rhode Island membership, balance among types of practice, category of MEMBERSHIP (ACTIVE versus CORPORATE/VENDOR, COURTESY or DISTINGUISHED), national MGMA membership, membership in the American College of Medical Practice Executives, and the ability of the individual to represent the interests of the ASSOCIATION.

C. Voting

All OFFICERS will be elected at the ANNUAL MEETING. Election shall be by majority vote of the  MEMBERS present. A secret ballot shall be taken if requested by three MEMBERS.

D. Terms of Office

All OFFICERS will be elected at the Annual Meeting and serve for one fiscal year or until their successor is elected. No OFFICER shall serve in the same office more than two consecutive terms.

Article VIII EXECUTIVE COUNCIL

The EXECUTIVE COUNCIL is the working group that plans and carries out the ASSOCIATION'S programs and activities. The EXECUTIVE COUNCIL represents the interests of the MEMBERS and makes proposals and recommendations to the BOARD OF DIRECTORS. The OFFICERS of the ASSOCIATION, the immediate PAST PRESIDENT, the PROGRAM CHAIR, the MEMBERSHIP CHAIR, the COLLEGE FORUM REPRESENTATIVE(S), the ASSEMBLY CHAIR(S), the LEGISLATIVE LIAISON, the NEWSLETTER EDITOR, the INSURANCE LIAISON and the VENDOR LIAISON shall constitute the EXECUTIVE COUNCIL of the ASSOCIATION. All nonelected positions on the EXECUTIVE COUNCIL shall be filled by the PRESIDENT annually with the approval of the BOARD OF DIRECTORS. Additional positions may be added to the EXECUTIVE COUNCIL with the approval of the EXECUTIVE COUNCIL.

A. EDUCATION CHAIR. The PROGRAM CHAIR shall be responsible for organizing the education program for the ASSOCIATION'S regular and annual education meetings.

B. MEMBERSHIP CHAIR. The MEMBERSHIP CHAIR shall support and advance the membership functions of the ASSOCIATION.

C. COLLEGE FORUM REPRESENTATIVES. The COLLEGE FORUM REPRESENTATIVES shall provide communication, coordination and membership support for American College of Medical Practice Executives (ACMPE) activities within the ASSOCIATION. There shall be two COLLEGE FORUM REPRESENTATIVES, one each from Massachusetts and Rhode Island. The COLLEGE FORUM REPRESENTATIVES must be Certfied or Fellow members of the ACMPE.

D. RHODE ISLAND ASSEMBLY CHAIR. The Chair of the RHODE ISLAND ASSEMBLY shall coordinate the activities of the RHODE ISLAND ASSEMBLY and shall represent the members' interests to the EXECUTIVE COUNCIL.

E. ORTHOPEDIC ASSEMBLY CHAIR. The Chair of the ORTHOPEDIC ASSEMBLY shall coordinate the activities of the ORTHOPEDIC ASSEMBLY, shall organize educational programs for the ORTHOPEDIC ASSEMBLY and shall represent the members' interests to the EXECUTIVE COUNCIL.

F. LEGISLATIVE LIAISON. The LEGISLATIVE LIAISON shall regularly communicate information on national and state legislative and regulatory developments to the MEMBERS.

G. NEWSLETTER EDITOR. The NEWSLETTER EDITOR shall prepare and publish a newsletter to communicate ASSOCIATION news and inform members on a regular basis and shall be responsible for maintaining the ASSOCIATION’S website.

H. INSURANCE LIAISON. The INSURANCE LIAISON shall communicate regularly with major insurance companies, shall relay member concerns to insurance companies and shall keep the MEMBERSHIP informed regarding significant changes in insurance company policies and procedures that insurance company representatives request be communicated.

Article IX MEETINGS

A. An ANNUAL MEETING of the ASSOCIATION shall be held annually for the purpose of electing OFFICERS of the BOARD OF DIRECTORS. The time and place of the ANNUAL MEETING shall be fixed by the BOARD OF DIRECTORS and communicated to the members not less than two weeks before the meeting.

B. SPECIAL MEETINGS may be held at any time upon call of the BOARD OF DIRECTORS or by the written request of three ACTIVE MEMBERS to the SECRETARY. Not less than two weeks notice shall be provided and notice shall include the purpose for which the SPECIAL MEETING has been called.

C. At any meeting of the members, the members present in person or by proxy who are entitled to vote at the meeting shall be sufficient to constitute a quorum for the transaction of business.

D. ACTIVE MEMBERS may vote at the ANNUAL MEETING or any SPECIAL MEETING of the ASSOCIATION. A proxy vote from an ACTIVE MEMBER shall be accepted if presented in writing to the presiding officer prior to the business session from which he/she will be absent.

E. All meetings shall be conducted in accordance with Roberts Rules of Order, Revised.

Article X COMMITTEES

A. The ASSOCIATION shall have a PROGRAM COMMITTEE, a MEMBERSHIP COMMITTEE, a NOMINATING COMMITTEE, and other committees that may be established from time to time by the BOARD OF DIRECTORS. The composition, duties and term of such COMMITTEES not addressed in these Bylaws shall be established by the BOARD OF DIRECTORS. The PRESIDENT shall appoint Chairs for the COMMITTEES with the approval of the Board with the exception of the NOMINATING COMMITTEE which shall be chaired by the immediate PAST PRESIDENT.

B. The PROGRAM COMMITTEE shall be a standing committee of the ASSOCIATION. The purpose of the PROGRAM COMMITTEE is to prepare a schedule of educational programs that meets the needs of the MEMBERS.

C. NOMINATING COMMITTEE. The PRESIDENT shall, at least 60 days prior to the ANNUAL MEETING, appoint a NOMINATING COMMITTEE, of at least three ACTIVE MEMBERS and chaired by the immediate PAST PRESIDENT, who will present a slate of OFFICERS to the MEMBERSHIP at the ANNUAL MEETING.

D. The MEMBERSHIP COMMITTEE shall be a standing committee of the ASSOCIATION. The purpose of the MEMBERSHIP COMMITTEE is to aid the MEMBERSHIP CHAIR in the support and advancement of the membership functions of the ASSOCIATION.

Article XI PRIVILEGES AND OBLIGATIONS

A. The MASSACHUSETTS/RHODE ISLAND MEDICAL GROUP MANAGEMENT ASSOCIATION is an educational and networking body. It shall not engage in any business activity not directly related to its purpose and no pecuniary gain shall inure to the benefit of any particular MEMBER. All revenues shall be used exclusively for the purposes stated herein.

B. No individual MEMBER of the ASSOCIATION may enter into any contract or execute any instrument in the name of, or on behalf of, the ASSOCIATION. Only the BOARD OF DIRECTORS has the authority to engage in any contract, approve expenditures or to make any decision on behalf of the ASSOCIATION.

Article XII MISCELLANEOUS

A. Organization:

To achieve the objectives of the ASSOCIATION, the BOARD OF DIRECTORS may at its discretion establish organizational units such as assemblies, councils, or committees to service special interests of the ASSOCIATION, including sections to provide educational opportunities in specialty areas of interest to ASSOCIATION MEMBERSHIP. The BOARD OF DIRECTORS shall exercise authority over policies, services, programs, and budgets of all organizational units, including qualification for membership, unless otherwise stated in these By-Laws.

B. Medical Group Management Association.

The ASSOCIATION shall be affiliated with the Medical Group Management Association (NATIONAL MGMA) by entering into an affiliation agreement with NATIONAL MGMA, which agreement may be amended from time to time upon approval of the ASSOCIATION BOARD OF DIRECTORS.

C. Related Organizations.

In order to further the objectives of the ASSOCIATION, the BOARD OF DIRECTORS may establish relationships with other associations of similar purpose that are formed on a local, regional (sub-state or multi-state), or state basis. The BOARD OF DIRECTORS shall establish such terms and conditions for relating to recognized societies and groups as it considers desirable. The ASSOCIATION shall consult with NATIONAL MGMA if such organization desires affiliation with NATIONAL MGMA. In the event any existing metropolitan or other organization that is affiliated with NATIONAL MGMA wishes to expand or change its jurisdiction, the ASSOCIATION shall consult with NATIONAL MGMA on the advisability of such expansion or change.

Article XIII DISSOLUTION

In the event of any DISSOLUTION of the ASSOCIATION, any property remaining after the payment of the debts and liabilities of the ASSOCIATION shall be transferred to a corporation, fund, or foundation organized and operating exclusively for charitable, scientific or educational purposes as defined in Section 501 c 3 of the Internal Revenue Code as amended. Selection of such organization shall be subject to the approval of a majority of the MEMBERS of the ASSOCIATION.

Article XIV AMENDMENTS

AMENDMENT to these By-Laws must be submitted in writing and may be adopted by a 2/3 vote of the ACTIVE MEMBERS present at the ANNUAL MEETING or any SPECIAL MEETING of the ASSOCIATION provided that the notice of the meeting shall have included the proposed amendments.

Revised 11/98, 3/00, 11/02, 3/08