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TEXAS PERINATAL ASSOCIATION, INC CONSTITUTION AND BY-LAWS Revised by Board Vote February 9, 2024
ARTICLE I - NAME
The name of this organization shall be the Texas Perinatal Association, Inc., incorporated on June 10, 1977 under the laws of the State of Texas, hereinafter referred to as “the Association” or “this Association.” ARTICLE II- MISSION AND VISION Section 1 Mission The Texas Perinatal Association is a not-for-profit interdisciplinary organization whose purpose is to promote continuous improvement in the quality of healthcare for Texas families from preconception through infancy in the State of Texas.
Section 2 Vision This Association is actively committed to improve maternal and infant health outcomes in our region by reducing inequities and disparities for patients through:
ARTICLE III - MEMBERSHIP
Section 1 - Classification The membership of this Association shall consist of volunteers interested in maternal-infant health care in the State of Texas. The members shall be classified as follows:
Section 2 - Qualifications and Privileges 1. Active Member An active member shall be any person interested in perinatal health care. An Active member in good standing shall enjoy all the rights and privileges of membership, including the right to vote, to hold office and to attend any session or meeting of this Association at which s/he is properly registered 2. Associate Member An associate member shall be any person interested in perinatal healthcare who is a full time student at an accredited education program or a resident/fellow in an accredited GME program. An associate member shall enjoy all privileges of an Active member except that s/he shall not have the right to vote or hold office. 3. Corporate Member A corporate member shall be a hospital, corporation, company, professional organization or national, state, regional or local agency which supports the provisions of quality perinatal healthcare. A corporate member in good standing shall be entitled to all privileges of an active member excluding the right to hold office. A corporate member will be entitled to one vote. 4. Honorary Member An honorary member shall be a person who has made valuable contributions towards the vision of the Association. Honorary members shall be nominated by the State board and elected by the General Membership. Any active member may recommend to the Board the nomination of a person for honorary membership. An honorary member shall enjoy all privileges of an active member except that s/he shall not have the right to vote or hold office. 5. Life Member Life membership is available to active members. A life member shall be a person who has contributed financially to the organization in an amount determined by the State Board. Life members shall be nominated by the State Board and elected by the General Membership. A life member in good standing shall be entitled to all privileges of an active member.
Section 3. In Good Standing A member of this Association whose dues for the current year have been paid and who continues to support the mission and vision of this Association shall be in good standing. The dues structure shall be established by the State Board as described in the Standing Rules.
Section 4 Removal Any member, including officers, involved in conduct detrimental to the mission and vision of the Association shall have membership terminated upon a two-thirds (⅔) vote of the State board. Ten (10) days written notice shall be given to the member by registered mail to the last known address as shown on the records of the Association. The member shall have the right of appeal before the State Board through the Constitution and Bylaws Committee providing such appeal be received within thirty (30) days upon receipt of termination notice.
ARTICLE IV - OFFICERS
Section 1 - Title The officers of this Association shall be a President, a Vice-President, a Secretary, a Treasurer and an Immediate Past President. These officers shall perform the duties prescribed by these Bylaws, the Organization and Operation Manual, and by the parliamentary authority adopted by the Association.
Section 2 - Nominations The President of this Association shall appoint a Nominating Committee ninety (90) days prior to the end of the term of office. The committee shall consist of the Chairman and at least two (2) other members. It shall be the duty of this committee to solicit nominations from the active membership and to recommend a slate of officers to the State Board for final recommendation prior to the distribution of ballots.
Section 3 - Elections The officers shall be elected by mail/electronic ballot. The ballot shall be distributed sixty (60) days prior to the end of a term of office. Voting will be closed thirty (30) days later for tallying.
Section 4 - Vacancies If any office of the State Board becomes vacant, other than the Presidency, the President will appoint, with the approval of the State Board, an officer to fill such vacancy, and the officer so appointed shall serve the remainder of the unexpired term of office or until the election of this successor. In the event of a vacancy in the office of the President, the Vice-President shall automatically become President for the remainder of the term.
Section 6 - Duties 1. President The President shall preside at all meetings of the State Board. The President may, with another officer, sign and execute all authorized contracts, notes or other obligations in the name anime and on behalf of the Association and shall perform such other duties as may be assigned by the State Board. The President shall have the right to vote only when the vote is the deciding vote. The President shall serve as an ex-officio member of all the Association’s Standing Committees. 2. Vice-president The Vice-President shall assist the President in the performance of the President's duties and preside over meetings in the President’s absence. The Vice-president shall attend all Executive Committee meetings and State board meetings and shall perform such other duties as may be assigned by the State Board. The Vice-president shall serve as an ex-official member of the Association’s Standing Committees. 3. Secretary The Secretary shall record the minutes of all meetings of the State board and Annual Membership and shall in general perform all the duties incident to the office of Secretary, subject to the control of the State Board. The Secretary shall attend all Executive Committee meetings and State Board meetings and shall perform other duties as may be assigned by the State Board. 4. Treasurer The Treasurer shall be responsible and accountable for all monies belonging to the Association. The Treasurer shall render a financial report at each State Board meeting and the Annual meeting. The Treasurer shall attend all Executive Committee meetings and State Board meetings and shall perform all duties incident to the Office of the Treasurer, subject to the control of the State Board, and such other duties as may be assigned by the State Board. Duties include the development and submission of tax documents required by State and Federal laws.
ARTICLE V- MEETINGS
Section 1 - State Board This Association shall have a minimum of four (4) regular meetings in each fiscal year.
Section 2 - Annual Meeting The General Membership shall convene annually at a place, date and time determined by the State Board of the Association. Members shall be given notice at least sixty (60) days prior to the Annual Meeting
Section 3 - Executive Committee Meetings The President of this Association may call an Executive Committee meeting as the President deems necessary for the purpose of transacting business of the Association pending meetings of the State Board. Notice of the meeting shall be given at least five (5) days before the meeting or at a mutually agreeable time for all members.
Section 4 - Special Meetings The President may call a special meeting of the State Board as deemed necessary or on written request of ten (10) members of the Board, providing that at least fifteen (15) days’ notice be given to the members. The General Membership shall convene in special meetings as called by the President upon direction of a majority of the State Board or upon written request signed by at least ten percent (10%) of the fully privileged membership in good standing of this Association. Section 5 - Quorum 1. State BoardA quorum of the State Board of this Association shall be fifty percent (50%) of the members. 2. Annual meeting A quorum of the General Membership of this Association shall be the members present. 3. Executive Committee Fifty percent (50%) of the committee shall constitute a quorum.
Section 6 - Voting At every meeting of the State Board, each Board member in good standing shall be entitled to one vote, either in person or by proxy duly appointed by an instrument in writing subscribed by such member and bearing a date not more than thirty (30) days prior to said meeting. All elections shall be decided by a majority vote unless stated otherwise in these Bylaws.
ARTICLE VI - STATE BOARD
Section 1 - Purpose The business and affairs of this Association shall be managed and controlled by the State Board whose members must be volunteers serving without salary or compensation. It shall provide representation of the general membership.
Section 2 - Composition The State Board shall consist of the elected officers and the immediate Past President and geographic representatives as determined by the Board. Each member of the Board will be appointed by the President and approved by a majority vote of the Board. An interdisciplinary approach shall be used in the selection of Board members.
Section 3 - Powers The State Board shall have general supervision of the affairs of this Association and shall perform such other duties as are specified in the Bylaws and described in the Organization and Operational Manual. Subject to the reconsideration by the General Membership, the State Board shall determine the policies which shall govern this Association in all its activities; have full and final authority over all expenditures of monies by this Association; and determine membership dues.
Section 4 - Term of Office State Board members shall serve at least a four (4) year term and may be re-appointed for a second term. At the discretion of the Board, a member may be re-appointed as an ex-officio member. After a minimum of one (1) year absence as a voting member of the Board, a prior Board member may be appointed for additional terms. In the event of an emergency situation (Ex: a pandemic} when terms become off schedule and with the majority of the Board concurring, these terms of office may be rescheduled.
Section 5 - Right to Reconsider Action of the Board The general Membership may, by a majority vote at any regular or special meeting of the membership, reconsider any action of the Board.
ARTICLE VII - EXECUTIVE COMMITTEE
Section 1 - Composition The Executive Committee shall consist of the President, Vice-president, Secretary, Treasurer and Immediate Past President.
Section 2 - Duties The Executive Committee shall have a general supervision of the affairs of the Association between its business meetings, make recommendations to the Association and shall perform such other duties as are specified in these Bylaws. The Secretary shall keep a true account of all transactions of the committee and report the same to the regular or special called meetings of the Board.
ARTICLE VIII - COMMITTEES
Section 1- Committees Committees of the Association may be appointed by the President and approved by the Board. These may include but are not limited to:
Section 2 - Selection and Term All Committee Chairs are appointed by the President of the Association. The Committee chairs will serve as members of the State Board.
Section 3 - Duties Duties are described in the Standing Rules of the Association.
Section 4 - Additional Committees Other committees shall be appointed by the President as the Association or State Board may from time to time deem necessary.
ARTICLE IX - PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order shall govern this Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Association may adopt, including the Standing Rules.
ARTICLE X - FISCAL YEAR
The fiscal year of the Association shall begin January 1 and close December 31.
ARTICLE XI - LIABILITY Every Board member, Officer or Employee of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonable incurred or imposed upon such Board members, Officer or Employee in connection with any proceeding to which such Board member, Officer or Employee may become involved, by reason of such Board member, Officer or Employee being or having been a Director. Officer or Employee of the Association, or any settlement thereof, whether or not such Board member, Officer or Employee is a Board member, Officer or Employee at the time such expenses are incurred, except in such cases wherein the board member, officer or Employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties of the office. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the State board approves such settlement and reimbursement as being for the best interests of the Association. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such board member, Officer or Employee may be entitled.
ARTICLE XII - AMENDMENTS Section 1 Procedure
ARTICLE XIII - DISSOLUTION
Should the Association be dissolved, any remaining assets will be distributed to charitable organizations with similar causes.
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