Article 1 Name
Section 1. Name
The name of this corporation shall be the Massachusetts Association of Physician Assistants, Incorporated.
Article 2 Purpose
Section 1. Purpose
The Association shall exist for the expressed purpose of serving and representing the Physician Assistant profession in the Commonwealth of Massachusetts.
Section 2. 501(c)(6) Status
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(6) of the Internal Revenue Code.
Section 3. Status in AAPA
The Association is a constituent chapter of the American Academy of Physician Assistants (AAPA). Therefore, the Association has agreed to meet all the provisions outlined in the policies of the AAPA, and to uphold the principles and purposes for which AAPA was founded.
Article 3 Corporate Records and Dissolution
Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office:
a. Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof;
b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
c. A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
d. A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
Section 2. Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3. Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Article 4 Board of Directors
Section 1. Officers
The officers of the Academy shall be a President, President-Elect, Secretary, Treasurer and Immediate Past President.
Section 2. Number
There will be eleven members of the Board of Directors: five officers, five directors at-large and one student director at-large per program in the commonwealth.
Section 3. Election and Term of Office
In the event of vacancy in office, officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
Section 4. Removal and Resignation
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
Section 6. Duties of the President
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board of Directors.
Section 7. Duties of the President-Elect
The President-Elect shall sit as a member of the Board of Directors, preside over the Annual Elections and shall chair the Nominations Committee. The President-Elect shall ascend to the Presidency at the end of his or her term as President-Elect, shall assume the role of the office of the President in the absence of the President, and shall perform any other such duties as mandated by the president.
Section 8. Duties of Treasurer
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore.
Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation or by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors.
Section 9. Duties of the Secretary
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.
Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book and the minutes of the proceedings of the directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors.
Article 5 Classes of Membership
Section 1. Membership Categories
Membership of this Association shall consist of men and women who are cognizant of their obligation to the public and who meet the requirements for membership as herein defined. The categories of membership are Fellow, Affiliate, Associate, Student, Honorary and Retired.
Section 2. Fellow Member
A Fellow member of this Association must hold simultaneous membership in the American Academy of Physician Assistants. A Fellow member shall enjoy the rights and privileges of the Association.
Any person who conforms to the criteria for Fellow membership, but who chooses not to hold membership in the American Academy of Physician Assistants, may hold Affiliate Membership in the Association.
Section 3. Affiliate Member
An Affiliate member may sit as a Director-at-Large, may hold a committee chair, may attend all meetings, may introduce business at all meetings of the Association and may vote for Directors-at-Large and Association Officers.
An Affiliate member may not vote on issues that impact on the American Academy of Physician Assistants, or become and Officer of the Association.
The scope of the actions and interest of the Affiliate member is limited to Physician Assistants who live, work, or are students in the Commonwealth of Massachusetts.
Section 4. Associate Member
An Associate member may attend all meetings of the Association but may note vote or hold office, either elected or appointed.
Section 5. Student Member
A Student member shall be any person who is enrolled in an American Academy of Physician Assistants recognized program. Student board members shall not vote on issues pertaining to the AAPA.
Article 6 Elections
Section 1. Offices to be filled
President-Elect, Secretary, Treasurer, five (5) Directors-at-Large and all Delegates to the AAPA House of Delegates.
Section 2. Term of Office
The Secretary, Treasurer, and director-at-large positions are two-year terms. The Treasurer and Secretary will be elected in alternate years. Officers and Directors will assume office on July 1 of the year of their election. With the exception of President-Elect, there will be no limit on the number of successive terms which may be served.
Section 3. Eligibility and Qualifications of Candidates
Candidates must be Fellow, Affiliate, Honorary or Retired member in good standing with the Association. Affiliate, Honorary or Retired members are not eligible for the position of Officer of the Association or Delegate to the AAPA House of Delegates. Candidates for the officer positions (President-Elect, Secretary and Treasurer must be Fellow members of the AAPA).
Section 4. Declaration of Candidacy
Declaration of candidacy and nominations for elected office must precede the appointed date of election by at least 30 days. Nominations may be made by voting members of the Academy.
Section 5. Time of Elections
The elections shall be by ballot or electronic ballot which will be available to eligible voting members by May 1. Vote to be postmarked (mail) or posted (electronic transmission) no later than June 1 for tabulation.
Section 6. Voter Eligibility
All Fellow members of the Association are eligible to vote for all positions. Affiliate members are eligible to vote for all positions except that of Delegate to the AAPA HOD. Appropriate ballots should be mailed to Fellow and Affiliate members, or arrangements made for electronic voting.
Section 7. Vote Necessary to Elect Officers
Officers, Directors and AAPA delegates shall be elected by a plurality of votes cast. The president shall call for a special election in the case of a tie vote. If there is an uncontested slate of candidates, any Fellow member may make a motion to the Secretary of the Academy to cast the ballot for the membership to elect the slate.
Section 8. Nominations and Elections Committee
The Nominations/Elections Committee will tabulate the election results. The President-Elect will report the results to the membership in the next MAPA newsletter following the elections and posted on the MAPA website.
Section 9. Student Director
The position of Student Director will be chosen from the students enrolled in an AAPA-recognized program. The number shall not exceed one student director per accredited program in the commonwealth.
Article 7 Committees
Section 1. Executive Committee
The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of four (4) board members and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law.
By a majority vote of its members, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee and fill vacancies on the Executive Committee from the members of the board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records and report the same to the board from time to time as the board may require.
Section 2. Other Committees
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
Section 3. Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
Article 8 Amendment of Bylaws
Section 1. Amendment
Subject to the approval of the members, if any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended or repealed and new Bylaws adopted by approval of the Board of Directors.
Article 9 Construction and Terms
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.