KAASC By-Laws

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BY-LAWS

OF

KANSAS AMBULATORY SURGERY CENTER ASSOCIATION

Amended by Board on

ARTICLE I

 

Membership

SECTION 1. Classification. The classes of membership in the Kansas Ambulatory

Surgery Center Association (the “Association”)are:

A. Surgery Center Professional

B. Industry Specific Entity Professional

The above membership categories shall be distinguished and apply as defined in the Kansas

Ambulatory Surgery Center Association By-Laws (the “By-Laws”) and the Kansas Ambulatory

Surgery Center Association Standing Rules (the “Standing Rules”), as in effect from time to

time.

 

SECTION 2. Qualification for Membership. Active membership shall be restricted to:

(1) physicians or staff members of a licensed ambulatory surgery center in Kansas (“Surgery

Center Professional”); and (2) professionals who are employed by, or are an officer of, an entity

which is directly involved with the management and/or operation of licensed surgery centers in

Kansas (“Industry Specific Entity Professional”)

 

SECTION 3. Annual Period of Membership. The annual period of membership shall be

July 1 through June 30, which period shall be the “Membership Year”. Each member shall

receive an annual membership card.

 

SECTION 4. Continuation of Membership and Non-transferability. Membership shall

not be transferable. If a member ceases to qualify as a member because that member cJases to

meet those qualifications described in section 2, above, that member shall no longer conhnue to

be an active member.

 

SECTION 5. Application and Election.

A. Active Membership. Active membership applications are made to the

Association, which determines membership election according to the procedures set forth                 below.

1. A completed application for membership shall be submitted to the

Treasurer or a designee.

2. If the Committee on Membership recommends membership for the

application, the applicant’s name shall be read at the next regular meeting of the                                            Board of Directors and submitted for vote of the Board of Directors at the                                        following meeting. A vote of two-thirds (2/3) of the members present and                                         qualified to vote shall be necessary to elect.

3. Reapplication of a rejected applicant or expelled member may only occur

after a period of one year from the date of expulsion or rejection.

4. All applications for membership shall be filed permanently in the files of

the Treasurer.

B. Membership Denial. The applicant shall be given written notice of the denial and

the reasons for the rejection of the application. If a membership application fails for lack                             of the necessary vote of the Board of Directors, the applicant shall be informed of the                                  decision, but without reasons.

 

SECTION 6. Rights and Privileges.

A. Active members in good standing in the Association whose dues are paid

current shall have the privilege of holding office, subject to any eligibility rules. However, each

licensed Surgery Center represented among the members and each Industry Specific Entity

represented among the members shall have only one vote on any matter. As such, no two

owners, employees or agents of the same ambulatory Surgery Center or Industry Specific Entity

shall be eligible to vote on any single matter.

B. When a member resigns or otherwise terminates or loses hislherl

.membership in the Association, he/she/ shall thereby forfeit all rights and privileges in the

Association.

C. A member whose license to operate an ambulatory surgical facility in the

State of Kansas has been suspended or revoked shall automatically have hislher/ membership in

the Association suspended or revoked. The effect of a suspension for less than one year is that

membership is suspended. The effect of a suspension for greater than one year is that

membership is revoked and forfeited.

 

SECTION 7. Expulsion of Members. Any member may be expelled for any lawful

reason upon a vote of two-thirds (2/3) of the membership who are eligible to vote. Any expelled

member shall be notified of hislher/its expulsion by the Board of Directors by certified mail at

the member’s last known address within a reasonable time after hislherlits expulsion. An

expelled member may reapply for membership in accordance with Article l, Section III of these

By-Laws.

 

 

ARTICLE II

Nominations and Elections

            SECTION 1. Elective Offices and Elections.

A. Elective offices of the Association shall consist of a President, Vice President,

Secretary, Treasurer and Past President. No two officers may be owners, employees or agents of

the same ambulatory Surgery Center or Industry Specific Entity. Not more than two Board

members may be owners, employees, or agents of of the same ambulatory Surgery Center or

Industry Specific Entity.

B. The Board shall elect the officers of the Association. The election of officers

shall take place atthe time of the annual meeting of the Association, subsequent to the election

(if any) of Board members.. Each election shall be by secret ballot of the Board members, and

majority vote shall control. In case of an office for which more than one candidate is to be

chosen, those candidates having the largest number of votes shall be declared elected until the

required number of full-term offices shall have been filled, and the candidate shall be declared

elected to fill a part-term position if required at the time of such election.

 

SECTION 2. No person shall be elected to the office of President who has not been a

member of the Association for the preceding two years, or to the position of Secretary or

Treasurer who has not been a member of the Association for one year. Initial terms of President,

Past President and Vice President shall be two years. Initial terms of Secretary and Treasurer

shall be one year and then two year terms in subsequent years.

 

SECTION 3. Elective officers shall be installed at the annual meeting of the Association

and take office immediately. They shall serve until their successors are elected and installed.

 

ARTICLE III

Duties of Officers

            SECTION 1. President. The President shall preside at all meetings of the Association

and of the Executive Committee. He/She shall call special meetings of the Association upon

written request of ten members. Special meetings of the Executive Committee may be called

when necessary for the transaction of the business of the Association, or upon written request of

a majority of the Executive Committee members. The President shall, by and with consent of the

Executive Committee, appoint all standing and special committees and fill all vacancies in

appointive office. The President shall be an ex officio member of all standing and special

committees, except the Committee on Nominations, without power to vote except in the case of a

tie. He/She shall perform such other duties as usually pertain to this office and as parliamentary

procedure may require.

 

SECTION 2. Vice President. The Vice President shall attend all meetings of the

Association and of the Executive Committee and shall preside at appropriate meetings in the

absence of the President. The Vice President shall perform such duties as directed by the

President and Board of Directors. The Vice President shall be designated the President-Elect.

 

SECTION 3. Secretary. The Secretary shall attend all meetings of the AssociJtion and

of the Executive Committee and shall make and keep records thereof. The Secretary may

conduct or supervise the correspondence of the Association notifying members of 4eetings,

officers of their election, committee members of their appointment and annually inform the

officers and committee members of their duties and responsibilities as promulgated in the

ByLaws. He/She shall compile and maintain a list of Standing Rules of the procedures of the

Association. He/She shall perform such other duties as usually pertain to this office. The

Secretary may be provided with such secretarial assistance as the Executive Committee may

deem necessary. I

 

SECTION 4. Treasurer. The Treasurer shall attend all meetings of the Association and

of the Executive Committee. He/She shall be custodian of all monies due the Association and

make all remittances on the order and approval of the Association or the Executive Corbmittee.

The Treasurer shall annually submit an annual budget to the Board of Directors for appro[Val.The

Treasurer shall render a financial report at the annual meeting of the Association and at such

other times as the Executive Committee may direct. The Treasurer shall arrange an audit of the

books at the request of the Board. The Treasurer shall perform such other duties as usually

pertain to this office. The Treasurer may be provided with such accounting assistance as the

Executive Committee may deem necessary.

 

SECTION 5. Past President. The Past President shall be a member of the Etecutive

Committee and will address those responsibilities designated by the President in consultation

with the Executive Director.

During the period of dues renewal, the Treasurer shall take reasonable steps tO

I

contact

members who have not renewed to encourage them to do so. Whenever there is not an active

Committee on Membership for the Association, the Treasurer shall assume the ~uty of

encouraging membership recruitment and retention;

 

 

ARTICLE IV

Board of Directors

            SECTION 1. Election, Number, and Terms. The Board of Directors shall consift of no

more than 13 elected Board members. The Board of Directors shall be elected at the annual

meeting of the Association by those members who are eligible to vote (as described in Article I,

Section 6, Part A of these bylaws). Each election shall be by secret ballot, and majority vote shall

control. The Board of Directors should reflect a similar geographic representation I as the

membership as a whole. All directors shall be members in good standing. Each Board member

shall serve a term of two (2) years unless such term is modified by a vote of the Assbciation

members at the time of the election of the Board member. The terms shall expire on a staggered

basis so that no more than two terms expire during any year.

 

SECTION 2. Nominations. The Committee on Nominations, if one is formed, shall

present its recommendations to the Association members in writing no later July 2nd. The report

of the Committee on Nominations shall not constitute the nomination of candidates. If no

Committee on Nominations is formed, nominations shall simply be made from the floor at the

meeting of members.

I

SECTION 3. Authority. The Board of Directors has general supervision of the ~usiness

of the Association. The Board of Directors shall meet at the call of the President. Based on the

recommendations of the Treasurer, the Board of Directors shall appropriate, allocate or reallocate

funds for the expenditure of the Association. The Board of Directors shall review annually and,

where necessary, recommend changes in the Articles of Incorporation, Standing Rules and By

Laws of the Association. In addition, the Board of Directors shall perform such other duties as

are prescribed by these By-Laws.

SECTION 4. Meetings. The meetings of the Board of Directors shall be held Jthe call

of the President or the call of the majority of the Board members. A minimum of three meetings

shall be held each year. Notice of the meetings shall be made to all Board members at least three

days prior to the meeting. A quorum of the Board of Directors shall be a majority vote of the

members of the Board, and a majority vote of all Board members represented shall be necessary

to conduct business. Any action required or permitted to be taken at a meeting of the Board may

be taken without a meeting if a consent in writing, setting forth the action so taken, shall be

signed by a majority of the members of the Board of Directors entitled to vote with respect to the

subject matter thereof.

 

SECTION 5. At no time shall more than two (2) directors be employed or engaged by or

otherwise associated with anyone ambulatory Surgery Center or anyone Industry Specific

Entity. For purposes of these Bylaws, “Affiliated Group” shall mean any type of legal entity,

regardless of form (e.g., limited liability company, corporation, etc.) in which the member of any

parent, affiliate, subsidiary or related entity holds fifty-percent (50%) or more of the overall

equity, beneficial interest or voting authority, or otherwise controls, is under common control

with, or is controlled by the Member.

SECTION 6. Each member of the Board has the fiduciary responsibility to repJent the

industry. Actions that are tantamount to advancing a specific organization that can be vi~wed as

harmful to the industry are grounds for expulsion from the Board. I

SECTION 7. Members of the Board must sign a Conflict ofInterest Disclosure Form.

 

 

ARTICLE V

Standing Committees and Their Duties

            SECTION 1. The Executive Committee, the Committee on Membership, the Education

Committee and the Government Relations Committee are the only standing committees of the

Association. Other committees may be formed as needed in the determination of the Executive

Committee or the membership. When formed in relation to subjects identified in this Article, the

authority shall be as stated herein.

 

SECTION 2. A standing committee, other than the Executive Committee, shall consist of

a chairman and at least two other members unless otherwise provided in these By-Laws. The

President, subject to any contrary determination of the members, shall make appointments.

 

SECTION 3. Each standing committee may submit a written report at the annual

meeting of the Association.

SECTION 4. The following provisions are not intended to strictly limit the duties of the

committees, but are intended as a guide to define the province of each committee.

 

SECTION 5. Committee on Membership.

A. This shall be a committee of at least three members.

B. The areas of activity of this committee shall be:

1. To receive applications for membership and make recommendations

thereon to the Association and to hear informal appeals of denial of application                                            or denial of membership as provided above in these By-Laws.

2. To be responsible for the introduction and indoctrination of new members and                                         the introduction of visitors at meetings.

3. To use all reasonable means to stimulate attendance of the members at                                                      meetings.

4. To take all appropriate and effective steps to retain and recruit ambulatorYI                                              surgery centers as members in the Association, including without limitation                                       reviewing membership material and reviewing the Association’s dues structure.

 

SECTION 6. Government Relations Committee.

A. This shall be a committee of at least three members.

B. The areas of activity of this committee shall be:

1. To interpret and enforce the By-Laws of the Association.

2. To report to the Association on legislation and act as liaison with sfate and

national agencies in any activities concerning legislation or enforcement of laws                                           relating to

ambulatory surgery centers.

3. To develop legislative and regulatory strategy and make recommendations

to the Board of Directors regarding the same.

4. To engage with lobbyists and legal counsel, as necessary.

 

SECTION 7. Executive Committee.

A. This shall be a committee of at least three members. The Past President shall

serve as a member of the Executive Committee and shall perform such other duties as                                  deemed necessary by the Executive Committee.

B. The areas of activity of this committee shall be:

1. To report to the Board of Directors.

2. To have general supervision of the business of the Association between regular                            or special meetings of the membership.

3. To supervise and monitor the financial status of the Association.

4. To establish the dues of the Association.

5. To pass on all expenditures, submitting unusual expenditures to the

approval of the Association. No obligations, except current expenses, shall be                                               incurred in the name of the Association without previous authorization by the                                               Association or the Executive  Committee.

6. To hire such secretarial assistance as may be necessary and determine the

salaries and the terms and conditions of their employment.

7. Receive and pass upon the appointment of all appointive officers and                                                       committees otherwise provided in these By-Laws or ordered by the membership.

8. To create such special committees as may be necessary to expedite the

functions of the Association.

9. To receive and pass upon all resignations of officers, delegates, or committee                                           members.

10. To supervise and coordinate the activities of all standing and special                                                        committees and review the written reports of such committees, and make                                          recommendations concerning the same to the membership.

11. To fill all mid-term vacancies in elective offices.

12. To report its activities at the meetings of the Association.

l3. To perform such other duties as are prescribed by these By-Laws or the

mandates of the membership.

C. A majority of the members of the Executive Committee shall constitute a quorum

for the transaction of business.

D. Any action of the Executive Committee may be approved or rejected by the

membership at a regular meeting of the Association.

E. Any member of the Association shall have the privilege of meetings of the

Executive Committee and may take part in its deliberations upon majority use of the                                     committee.

 

SECTION 8. Education Committee.

A. This shall be a committee of at least three members.

B. The areas of activity of this committee shall be:

1. To develop educational programs for members,

2. To recruit speakers and sponsors for educational programs.

3. To identify educational models for members.

 

 

ARTICLE VI

Meetings

            SECTION 1. Regular meetings of the Association shall be held at least annua~ly. The

President shall determine specific dates and locations of the meetings. The budget year I~hallbe

January 1 through December 31, inclusive. The budget shall be presented to the Board of

Directors in August for approval and to the general membership for approval in the fall. I

SECTION 2. The order of business of the Association at regular and special meetings

shall be as follows:

A. Minutes of previous meeting;

B. Correspondence;

C. Committee Reports;

D. Treasurer’s Report;

E. Unfinished Business;

F. New Business;

G. Adjournment.

 

SECTION 3. Quorum. One-fifth (1/5) of the members who are eligible to vote (as

described in Article I, Section 6, Part A of these bylaws) shall constitute a quorum.

 

 

ARTICLE VII

Dues

            SECTION 1. The fiscal year for the Association shall be from January 1, to December

31, inclusive.

SECTION 2. The Executive Committee shall determine the annual dues of the

Association. The Executive Committee shall review and evaluate the annual dues on a biennial

basis, and shall make any adjustments to the annual dues at that time.

 

SECTION 3. The annual dues shall be payable to the Treasurer of the Association or

may be collected and forwarded to the Treasurer of the Association.

 

SECTION 4. The annual dues shall be payable by upon submittal of membership

application. Thereafter, each member shall be responsible for the payment of the full amount of

that member’s annual membership dues on or before the 15th day of July of each Membership

Year.

 

SECTION 5. A member whose dues have not been paid by 30 days after application

submittal shall thereby forfeit his/her/its membership and be dropped from the rolls of the

Association. Additionally, a member immediately forfeits his/her/ membership and shall be

dropped from the rolls of the Association if that member fails to pay the full amount of that

member’s annual membership dues on or before the 15th day of July of any Membership Year.

Notice of such forfeiture of membership shall be sent to the member at his/her/its last known

address by certified mail.

 

SECTION 6. An individual member who has forfeited its membership by nonpayment of

dues may, if otherwise eligible, be reinstated by regular election procedure in the Association

upon payment of the current years due. ‘

 

 

ARTICLE VIII

Rules of Order

Robert’s Rules of Order Newly Revised shall govern the conduct of the deliberations of

the Association except as otherwise provided in the Articles of Incorporation or By-Laws of the

Association.

 

 

 

ARTICLE IX

Amendments

These By-Laws may be amended at any regular meeting by the Board of Directors,

provided that the proposed amendment has been read at the last regular meeting. Any members

who wish to propose an amendment to the By-Laws shall submit same to the Executive

Committee for their consideration. The Committee shall present the proposed amendment to the

membership in writing at least one month prior to the vote of the membership.

signeture