National Alliance of Medicare Set-Aside Professionals, Inc.
A Florida Non-Profit Corporation
ARTICLE I – OFFICES
Section 1. The principal place of business of the Association shall be located according to the determination of the Board of Directors.
Section 2. The Association may have such other offices either within or without the state as the Board of Directors may designate or as the business of the Association may require from time to time.
Section 3. A professional services company, approved by a two-thirds vote of the Board, shall be responsible for full management of daily Association operations and shall report to the Board of Directors.
ARTICLE II – PURPOSE
Section 1. The purposes of the Association shall be: 1. To develop standards and define best practices for the industry; 2. To promote a multidisciplinary approach to the Medicare Set-Aside practice; 3. To provide a forum for learning and shared knowledge between all associated disciplines; 4. To provide a unified voice to effect change and improve the Medicare Set-Aside process; and 5. To protect the interests of all parties in settlements involving Medicare Set-Aside related issues.
ARTICLE III – MEMBERS
Section 1. Membership shall be open to all individuals who practice or have an interest in Medicare set-aside arrangements, Medicare compliance, and preservation of public benefits.
Section 2. There shall be two classes of membership:
(a) Professional Members. Any individual who works in one or more business areas as determined by the Board of Directors from time to time shall be eligible for Professional Membership. Professional Members in good standing shall have all rights and privileges of Membership, including voting rights and the right to hold any elected or appointed office.
(b) Associate Members. Any individual not eligible for Professional membership in the Association may be eligible for Associate membership. Associate members shall have no voting rights or rights to hold office in the Association.
Section 3. The Board of Directors may adopt resolutions and/or promulgate rules and regulations which may prescribe, in relation to all members, the amount and manner of imposing and collecting any fees and dues, the manner of suspension or termination of membership and/or reinstatement, if any, and, except as may hereinafter be provided, the rights, liabilities, and other incidents of membership. Any such resolution and/or rules and regulations relating to membership in the Association may, if so directed by the Board, be annexed to these By-Laws and, in such event, shall be deemed to be a component part thereof.
ARTICLE IV – MEMBER MEETINGS AND VOTING
Section 1. All meetings of the Members shall be held at such place or places, either within or without the State of Florida, as may from time to time be selected by the Board of Directors.
Section 2. The Board of Directors shall determine the date of the annual business meeting of Members. Voting for Board Members will occur as part of an annual election which will occur via electronic means prior to December 31st of each calendar year. On January 1st of each calendar year the new board members will be installed as full members of the board.
Section 3. Special meetings of the Members may be called by the President or the Board of Directors.
Section 4. Written notice of the time, place and purpose or purposes of every meeting of Members shall be given not less than ten (10) nor more than thirty (30) days before the date of the meeting, either personally or by e-mail, to each Member of record entitled to vote at the meeting, unless a greater period of notice is required by statute in a particular case.
Section 5. Notice of a meeting need not be given to any Member who signs a waiver of such notice, in person or by proxy, whether before or after the meeting. The attendance of any Member at a meeting, in person or by proxy, without protesting at the beginning of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.
Section 6. Any action required or permitted to be taken at a meeting of Members by statute or the Certificate of Incorporation or By-Laws of the Association, may be taken without a meeting if all the Members entitled to vote thereon consent thereto in writing.
Section 7. Except as otherwise provided in the Certificate of Incorporation and subject to the provisions of this subsection, any action required or permitted to be taken at a meeting of Members by this Act, the Certificate of Incorporation, or By-Laws, other than the election of Directors, may be taken without a meeting upon written consent of Members who would have been entitled to cast the minimum number of votes which would be necessary to authorize such action at a meeting at which all Members entitled to vote thereon were present and voting.
Section 8. Unless otherwise provided in the Certificate of Incorporation or by statute, presence of the number of Members entitled to cast a majority of the votes at a meeting shall constitute a quorum at such meeting. The Members present in person or by proxy at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.
(a) Each Member with voting rights shall be entitled to one vote. Whenever any action, other than the election of Directors, is to be taken by vote of the Members, it shall be authorized by a majority of the votes cast.
(b) Every Member entitled to vote at a meeting of Members or to express consent without a meeting may authorize another person or persons to act for him by proxy.
ARTICLE V – BOARD OF DIRECTORS
Section 1. The activities of this Association shall be managed by its Board of Directors. Directors shall be Professional Members in good standing.
Section 2. The number of Directors shall not be less than three (3) nor more than eleven (11) in number, with the actual number to be determined by the Board on an annual basis.
(a) The initial Board of Directors shall be four (4) in number and shall consist of those Directors named in the Certificate of Incorporation.
(b) Directors will serve a maximum of two (2) consecutive elected three (3) year terms.
(c) Any Director having served two consecutive elected three (3) year terms on the Board, must sit out for three (3) years before being eligible to serve on the Board again.
(d) Directors shall be elected by plurality of votes cast at an annual election.
(e) Board terms for new Directors and Directors who have been re-elected to a second term will begin on January 1st following the annual election.
(f) A Directors terms will end on December 31st of the third year of the Director’s three (3) year elected term.
(g) A Director may resign by written notice to the Association. The resignation shall be effective upon receipt thereof by the Association or at a subsequent time as shall be specified in the notice of resignation.
(h) Effective with the Annual election of 2013; three categories of Director election terms will be created:
- Category One Directors shall be elected to a full three year term in the Annual election of 2013 and stand for re-election three (3) years hence;
- Category Two Directors shall be elected to a full three year term in the Annual election of 2014 and stand for re-election three years hence;
- Category Three Directors shall be elected to a full three year term in the Annual election of 2015 and stand for re-election three years hence;
- Thereafter, in sequence one category of directors will stand for election at each Annual election;
(i) All members of the Board and any member acting on behalf of NAMSAP shall be subject to NAMSAP’s conflict of interest policy.
(a) Any Directorship not filled through the annual election and any vacancy, however caused, occurring in the Board may be filled by the affirmative vote of a majority of the remaining Directors even though less than a quorum of the Board, or by a sole remaining Director. A Director so elected by the Board shall hold office until the next succeeding annual election and until a successor is elected and qualified.
(b) When one or more Directors shall resign from the Board effective at a future date, a majority of the Directors then in office, including those who have so resigned, may fill the vacancy or vacancies, the vote thereon to take effect when the resignation or resignations become effective. Each Director so chosen shall hold office as herein provided in the filling of other vacancies.
(c) Any Directorship to be filled by reason of an increase in the number of Directors shall be filled through the annual election or at a special meeting called for that purpose of the Board. A Director elected by the Board to fill the Directorship shall hold office until the next succeeding annual election and until a successor is elected and qualified.
(d) The Board of Directors, by affirmative vote of a majority of all of the Directors, may suspend or expel a Director for cause. “For cause” shall mean that a Director has exhibited conduct inconsistent with the purposes of the Association or that his/her continued participation as a Director would adversely affect the governance, purpose or goals of the Association. Conduct which constitutes cause shall include but not necessarily be limited to conviction of a crime, violation of any applicable rule of conduct or professional ethics governing the Board member’s practice, or termination, for any reason, of the Director’s Membership in the Association.
(e) The Board of Directors may declare vacant the office of a Director if he/she is declared of unsound mind by an order of court or is convicted of felony, or if within sixty (60) days after notice of his/her selection, he/she does not accept such office either in writing or by attending a meeting of the Board of Directors, and fulfill such other requirements of qualification as the By-Laws may specify.
(f) No act of the Board done during the period when a Director has been suspended or removed for cause shall be impugned or invalidated if the suspension or removal is thereafter rescinded or invalidated.
ARTICLE VI – BOARD MEETINGS AND VOTING
(a) A majority of the entire Board, or of any committee thereof, shall constitute a quorum for the transaction of business.
(b) The act of the majority present at a meeting at which a quorum is present shall be the act of the Board or the committee.
(c) Unless otherwise provided by the Certificate of Incorporation any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board or any committee thereof may be taken without a meeting if, prior or subsequent to the action, all Members of the Board or of the committee, as the case may be, consent thereto in writing and written consents are filed with the minutes of the proceedings of the Board or committee.
(a) The Board, by resolution adopted by a majority of the entire Board, may appoint from among the Directors one or more committees, each of which shall have at least one Member. To the extent provided in the resolution, each committee shall have and may exercise all the authority of the Board, except that no committee shall:
- Make, alter or repeal any By-Law of the Association;
- Elect or appoint any Director, or remove any officer or Director;
- Amend or repeal any resolution previously adopted by the Board.
(b) The Board, by resolution adopted by a majority of the entire Board, may:
- Fill any vacancy in any committee;
- Appoint one or more Directors to serve as alternate members of any committee, to act in the absence or disability of members of any committee with all the powers of the absent or disabled members;
- Abolish any committee at its pleasure; and
- Remove any Director or Member from a committee at any time, with or without cause.
(c) Actions taken at a meeting of any committee shall be reported to the Board at its next meeting following the committee meeting; except that, when the meeting of the Board is held within two (2) days after the committee meeting, the report shall, if not made at the first meeting, be made to the Board at its second meeting following the committee meeting.
(d) The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.
(a) Meetings of the Board may be held either within or without the State of Florida, and other than the semi-annual regular meetings, shall be called by the President, by any two (2) Directors or by the Chairman of the Board.
(b) Regular meetings of the Board shall be held via conference call on a monthly basis, and in conjunction with the Annual Business Meeting of the Members.
(c) Any Director who does not participate in, and/or is absent from, three (3) sequential conference calls or meetings or four (4) total conference calls and/or meetings within one (1) year, will automatically forfeit his/her Director position, unless the Board approves retention of the Director by a 2/3 vote.
(d) Written notice of the time and place of every regular meeting of Directors shall be given not less than ten (10) or more than thirty (30) days before the date of the meeting, either personally, by email or by regular mail, to each Director entitled to vote at the meeting, unless a greater period of notice is required by statute in a particular case. Special meetings of the Board shall be held upon two (2) days’ notice. Notice of any meeting need not be given to any Director who signs a waiver of notice. No waiver of notice occurs when a Director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of affairs because the meeting is not called or convened lawfully. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of the meeting. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten (10) days in any one adjournment.
(e) Any or all Directors may participate in a meeting of the Board or a committee of the Board by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other.
ARTICLE VII – OFFICERS
(a) The officers of the Association shall consist of a President, a Vice President, Secretary, Treasurer, Past President, an ex officio Executive Director, and all other officers as may be prescribed by the Board. The President, Vice President, Secretary, and Treasurer shall be elected by the Board Directors for one-year terms at the first meeting of the new calendar year.
The President will assume the position as Past President as dictated and within the manner and timeframes stated in the By-Laws. The Association may provide alternative titles for those officers provided that the certificate of Incorporation or the By-Laws specify which other officer titles correspond to the President, Vice President, Secretary and Treasurer and that the alternative titles not be used in completing the annual report filed pursuant to F.S. 617.1622(1).
(b) Any two (2) or more offices may be held by the same person but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws to be executed, acknowledged, or verified by two or more officers.
(c) Except for the Executive Director, any officer elected or appointed as herein provided shall hold office for the term of one year and until a successor is elected or appointed and has qualified, subject to earlier termination by removal or resignation.
(d) The President shall be the Chief Executive Officer of the Association; he/she shall preside at all meetings of Directors; he/she shall have general and active management of the affairs of the Association, shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the Directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the Association; he/she shall execute bonds, mortgages and other documents requiring a seal, under the seal of the Association; he/she shall be ex officio a Member of all committees, and shall have general powers and duties of supervision and management usually vested in the office of the President.
(e) The Vice President shall act in all cases for and as the President in the latter's absence or incapacity, and shall perform such other duties as he/she may be required to do from time to time. The Vice President shall be an ex officio member of all committees and shall act as the Board Liaison to the named Committee Chairs.
(f) The Secretary shall attend all sessions of the Board and act as clerk thereof and record all the votes of the Association and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. He/she shall give, or cause to be given, notice of all meetings of the Members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he/she shall be. The duties of the Secretary may be delegated, in whole or in part, to the Association staff.
(g) The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association, and shall keep the monies of the Association in a separate account to the credit of the Association. He/she shall disburse the funds of the Association as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the president and Directors, at regular meetings of the Board, or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Association. The duties of the Treasurer may be delegated, in whole or in part, to the Association staff.
(h) The Past President shall be on the executive committee of the Board of Directors, attend all Board meetings and be responsible for assignments made by the sitting President.
(i) The Executive Director shall be responsible for the administration and day-to- day management of the activities of the Association consistent with the purposes set forth in Article II. The Executive Director may be an employee of the Association, or a designated manager affiliated with a professional services firm retained by the Association. The Executive Director is ex officio and shall serve at the pleasure of the Board of Directors, unless otherwise provided in a written contract approved by the Board of Directors of the Association. The Executive Director shall act as Chief Staff Administrator of the Association and shall have all powers reasonably necessary to act in that capacity. He or she shall perform all duties customary to that position, including those that may from time to time be assigned or prescribed by the Board of Directors, of the Association acting on behalf of the Board. The Executive Director shall be responsible for employing and supervising all other staff members required to maintain the daily operations of the Association. Without limitation of the foregoing, the Executive Director shall serve as secretary for any meeting of the Board of Directors upon direction of the presiding officer. In the absence of the Executive Director from any such meeting, or at the discretion of the presiding officer, the presiding officer shall designate any other person in attendance to serve as secretary of the meeting.
(j) Officers are bound by the election rules and term limits of Directors as stated in Article V. An Officers term cannot be extended by means of their election to an Officer position.
(a) Any officer elected or appointed may be removed by the Board with or without cause. The removal of an officer without cause shall be without prejudice to that officer's contract rights, if any. Election or appointment of an officer shall not of itself create contract rights.
(b) An officer may resign by written notice to the Association. The resignation shall be effective upon receipt thereof by the Association or at a subsequent time as shall be specified in the notice of resignation.
(c) Any vacancy occurring among the officers, however caused, shall be filled in the manner provided in the By-Laws. In the absence of such a provision, any vacancy shall be filled by the Board.
ARTICLE VIII – INDEMNIFICATION
Section 1. Indemnification of Directors and Officers:
To the full extent permitted by the laws of the state of Florida, as they exist on the date hereof or as they may hereafter be amended, the Association shall indemnify any person who is or was a director, officer, employee or other agent of the Association or the legal representative of any such director, officer, employee or agent, (an “Indemnitee”) who was or is involved in any manner (including without limitation, as a party or witness) in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, legislative or investigative (including, without limitation, any action, suit or proceeding by or in the right of the Association to procure a judgment in its favor) (a “Proceeding”), or who is threatened with being so involved, by reason of the fact that he or she was a director, officer, employee or agent of the Association against all expenses (including attorneys' fees), judgments, fines, penalties, excise taxes and amounts paid in settlement and reasonably incurred by the Indemnitee in connection with such Proceeding, provided that there shall be no indemnification hereunder with respect to any settlement or other non-adjudicated disposition of any threatened or pending Proceeding unless the Association has given its prior consent to such settlement or disposition. The right of indemnification created by this Article shall be a contract right enforceable by an Indemnitee against the Association, and it shall be exclusive of any other rights to which an Indemnitee may otherwise be entitled. The provisions of this Article shall inure to the benefit of the heirs and legal representatives of an Indemnitee and shall be applicable to proceedings commenced or continuing after the adoption of this Article, whether arising from acts or omissions occurring before or after such adoption. No amendment, alteration, change or repeal of or to these By-Laws shall deprive any Indemnitee of any rights under this Article with respect to any act or omission of such Indemnitee occurring prior to such amendment, alteration, change, addition or repeal.
ARTICLE IX – MISCELLANEOUS PROVISIONS
Section 1. The fiscal year of the Association shall be the calendar year or as determined by the Board of Directors.
Section 2. Absent any provision in these By-Laws to the contrary, the current edition of Robert’s Rules of Order shall be the parliamentary authority governing the conduct of meetings.
ARTICLE X – AMENDMENTS
Section 1. These By-laws may be amended or repealed in whole or in part by approval of (2/3) two-thirds of the entire Board of Directors at any meeting, provided that in each case a quorum of the members or directors, as applicable, is present.
Last amended 12/18/15