Mid-Atlantic Society for Healthcare Strategy and Market Development 

Bylaws

Article I – Name

The name of the organization shall be the Mid-Atlantic Society for Healthcare Strategy and Market Development (MASHSMD: “mash-med”).

Article II – Purpose

The purpose of the Society shall be to support the effective practice of healthcare strategy, marketing and public relations through educational, networking and professional development activities for its members. 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, director, officer, or other individual. Upon dissolution, any assets of the Society remaining after payment of just debts shall be distributed to an organization enjoying an exempt status under S501(c)(3) of the Internal Revenue Code, or successor statutory authority.

Article III – Membership

Section 1. Types of Membership

There shall be three types of membership in the Society: Professional, Student and Honorary.

Section 2. Professional Membership

Professional Membership is available to those employed by hospitals, hospital associations, healthcare providers, long-term care facilities, home health agencies, community health associations, healthcare product and service vendors, health insurance industries, and other healthcare professionals in the MidAtlantic (Maryland, Washington DC, and Virginia) and surrounding states. Each Professional Member has one vote in the Society. The Board sets the price for annual Professional Membership dues.

Section 3. Student Membership

Student Membership is available to full-time students who are pursuing a course of study focuses on disciplines relevant to the focus of the Society. Student Members do not have a vote in the Society. The Board sets the price for annual Student Membership dues.

Section 4. Honorary Membership

The Board of the Society may confer Honorary Membership status on individuals at its discretion. Honorary Members do not have a vote in the Society.

Section 5. Establishment of Membership

Membership in the Society shall become effective upon receipt of completed application and dues.

Section 6. Transfer of Membership Membership in the Society shall not be transferrable to another person or entity unless so specified by an agreement between the Society’s Board and the parties involved. A member whose affiliation changes shall retain membership during the full term for which dues have been paid.

Section 8. Termination of Membership

A. Resignation: A member may resign or retire from the Society at any time by writing to the Society President or Membership Chair.
B. Non-Payment of Dues: Members who fail to pay dues within 90 days after due shall have their membership suspended.
C. 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. 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 two-thirds vote of the Board present and voting. Any member suspended or expelled may be reinstated by the affirmative vote of the majority of the Board present and voting.

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

Section 3. Notice of Meetings

The membership shall be notified of annual or special meetings no less than 30 days prior to the date of the meeting.

Section 4. Quorum

A quorum shall consist of the members present at a duly called meeting.

Section 5. Order of Meetings

The President of the Society shall preside at all meetings. In his or her absence, the President-Elect shall preside. The Society shall conduct meetings in accord with Robert’s Rules of Order, so long as these do not conflict with the bylaws of the Society.

Section 6. Voting

Professional members are eligible to vote. Each professional member shall be entitled to one vote. Proxy voting shall not be permitted. Except as otherwise specified in the bylaws, all matters shall be settled by simple majority vote.

Article V - Governance

The society shall be governed by a Board of Directors. 

Section 1. Eligibility

Any Professional Member in good standing shall be eligible to serve on the Board of Directors of the Society. Board members serve without compensation.

Section 2. Composition

The Society Board shall be composed of up to 15 members including Officers, with equal voting privileges. Two additional ex-officio positions may be extended for Hospital Association representatives.

The Board shall have 6 Officers – Immediate Past President, President, President-Elect, Treasurer, Secretary and Membership Chair. Responsibilities of the Officers include:

A. Immediate Past President – shall chair a Nominating Committee to develop the slate of Officers and Board Members for vote of the membership at the annual meeting.

B. President – shall preside at all Society meetings. Shall ensure the annual meeting is conducted. Shall serve as ex-officio member of all committees except the Nominating Committee. Shall perform other duties incident to the office of President or as shall be assigned to him/her by the Board. 

C. President-Elect – shall assume the powers of the President should the President be unavailable. He/she shall generally assist the President and exercise such powers and perform such other duties as shall be prescribed by the Board.

D. Treasurer – shall have custody of all funds and shall see that a true and accurate accounting of the financial transactions of the Society is made regularly to the Board and a financial summary is presented annually to the Society. He/she shall perform all other duties incident to the office.

E. Secretary – shall keep minutes of all proceedings of the Board. He/she shall attend to the giving and serving of all notices required by law or these bylaws. He/she shall perform all other duties incident to the office.

F. Membership Chair – shall maintain the membership records of the Society. He/she shall lead efforts to recruit new members and introduce them to the services of the Society.

Section 3. Election The Immediate Past President of the Society shall present a slate of Board Members and Officers for election. This may be done at a meeting of the Society, or virtually. A simple majority of the members casting votes shall constitute acceptance of the slate.

Section 4. Terms Board members shall be elected for a three-year term, with terms commencing at the beginning of the calendar year. Any board member shall be eligible for re-election for a second consecutive term. Exofficio members are not subject to term limits. Officers shall be elected for a one-year term. The President shall be succeeded by the President-Elect, and shall progress to the Immediate Past President at the conclusion of his or her term. The Treasurer, Secretary and Membership Chair are eligible to serve additional terms, subject to election.

Section 5. Responsibilities and Powers The Society Board shall have the responsibility to establish the vision and strategic direction of the Society, and guide development of committees, policies, programs and services to fulfill the strategic goals of the Society. The Board shall also have fiduciary accountability for the effective management of the Society’s resources. The actions of the Board shall at all times be in conformity with the bylaws of the Society.

Section 6. Committees The Society shall have standing committees including, but not limited to, the Nominating Committee, the Conference & Education Committee and the Awards Committee. The President shall appoint committee members for the Conference & Education Committee and the Awards Committee. The Immediate Past President shall appoint the committee members for the Nominating Committee. The President may appoint additional committees with the approval of the Board.

Section 7. Vacancies Should a vacancy occur on the Board, other than the offices of President-Elect or President, the President, with the approval of the Board, shall appoint a Professional Member to complete the unexpired term. Filling a vacancy in the President or President-Elect Office requires a vote of the membership.

Section 8. 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 Board or upon request of at least one-third of the members of the Board.

Section 9. Quorum A quorum shall consist of 40% of the members of the Board.

Section 10. Order of Meetings The President of the Society shall preside at Board meetings. In the event the President is unable to preside, the President-Elect shall preside. In the event neither the President, nor President-Elect is able to preside, the Board shall select a Board member to preside at the meeting. The Board shall conduct meetings in accord with Robert’s Rules of Order, so long as these do not conflict with the bylaws of the Society.

Section 11. Forfeiture of and Removal from Office Board members shall automatically forfeit their Board membership if they lose membership eligibility or fail to attend two consecutive Board meetings without advance notice to the President. Board members may also be removed from office by a simple majority vote of the Board pursuant to Article VI: Conflict of Interest of Board Members.

ArticleVI - 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. A Board Member 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.

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. 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 or when interest becomes a matter of board action.

Section 3. Resolution of Conflict of Interest If a perceived conflict of interest cannot readily be resolved, the President shall appoint an ad hoc conflict of interest committee consisting of three Members of the Society who are not Board Members. The committee will review information and make a determination as to whether the individual in question may continue to serve on the Board.

Article VII - Liability 

No person who is, or later becomes, a Board Member shall be liable for any indebtedness or liability; any and all creditors of the Society shall look only to the assets of the Society for payment.

Article VIII - Amendements

These bylaws may be amended upon recommendation of the Board to the Membership, and a twothirds vote of the Membership present at any regular meeting of the Society, provided that such amendments have been published in the notice calling the meeting.

Society Members may petition the Board to change the bylaws, if at least 25 percent of the Society Membership signs such a petition, the Board shall bring proposed amendment to the Membership for a vote to determine if the two-thirds threshold for amendment is reached.