BY-LAWS OF
TEXAS “J” REGIONAL ADVISORY COUNCIL
These By-laws (hereinafter referred to as the “By-laws”) govern the affairs of Texas “J” Regional Advisory Council, a Texas non-profit corporation (hereinafter referred to as the “Organization”) operating under the Texas Non-Profit Corporation Act (hereinafter referred to as the “ACT”).
Article I
Organization Name
This organization shall be known as the Texas “J” Regional Advisory Council.
Article II
Definitions
The Texas “J” Regional Advisory Council (RAC) is an Organization of local citizens representing all health care entities within a specified Trauma Service Area (TSA). The Texas “J” RAC is an Organization chartered by the Texas Department of State Health Services to develop, implement, and monitor regional emergency services or Trauma System Plan for TSA “J”; and to oversee trauma system networking. The following counties have been designated by the State of Texas or approved upon petition to the Regional Advisory Council with subsequent approval by the State of Texas, to be included in TSA “J.”
Andrews
Brewster
Crane
Ector
Glasscock
Howard
Jeff Davis
Loving
Martin
Midland
Pecos
Presidio
Reeves
Terrell
Upton
Ward
Winkler
“Participants” in the organization are hospitals, physicians, nurses, emergency medical service (“EMS”) providers, and other individuals interested in trauma care that are located in, providing services for, or residing in TSA-J which/who also satisfy the requirements in Article IV excluding consumer representatives.
Article III
Mission Statement
The Texas “J” Regional Advisory Council shall encourage and support a comprehensive continuum of quality health care to be provided for all patients in Trauma Service Area “J,” without regard to race, color, creed, gender, national origin, or ability to pay.
Article IV
Participant
4.1 There shall be no members. Any attendee to a RAC meeting is a Participant,
however, not all Participants may vote.
4.2 Texas J RAC may establish reasonable administrative requirements, such as dues and acceptable written statement of active interest, for facilities, physicians, nurses, EMS providers, and individuals interested in trauma care which/who are located, providing services, or residing in TSA-J to become Participants.
4.3 Texas J RAC may set and change the amount of an initiation fee, if any, and the annual dues payable to the Organization by its Participants.
4.4 Texas J RAC may set and change the requirements/criteria for Good Standing status for the Participants.
Article V
Participating Entity
An Entity is an organization that provides trauma care in TSA-J.
5.1 Participating Entity is defined as an organization meeting the requirements for good standing status. Good Standing is defined as when an entity is in full compliance with the participation criteria.
5.2 Participating Entity will identify their designated representative and alternate
representative to the Board of Directors.
5.3 Participating Entity will pay yearly dues to the RAC according to the amount
define by the Board of Directors.
5.4 Participating Entity is required to submit Performance Improvement data to the
System Performance Improvement Committee each quarter in accordance with the
System Performance Improvement Plan.
5.5 Participating Entity must submit All “J” RAC required documentation on or before
stated deadlines. Missing a deadline does not exempt a Participating Entity from
completing and submitting the required documentation. Special appeals for delayed
data submission may be presented prior to the deadline to the Executive Committee
for consideration.
5.6 Participating Entity is responsible for designating a participant to be active on at least
one committee and attend three fourths of the committee meetings.
5.7 Participating Entity is required to maintain a current Texas J RAC Participating Entity
Contact Data Form. The RAC office must be notified in writing of all changes within
14 business days to remain in good standing.
5.8 Participating Entity may request the Texas J RAC to provide for the issuance of letters of RAC status annually.
5.9 Participating Entity will have a representative at least three fourths of the Board of
Directors/Participants meetings.
5.10 Failure to meet requirements:
A. Probation: When an Entity is not in compliance with a participation
criterion.
B. Not in Good Standing: While on “Probation” an Entity has a second occurrence of non-compliance with Participation criteria.
C. Expulsion: While “Not in Good Standing” the Entity is in non-compliance with Participation.
Article VI
Board of Directors
6.1 The affairs of the organization shall be overseen by the Board of Directors.
6.2 The initial Directors shall be as set forth in the Articles of Incorporation, and shall
serve until the first meeting of the Board of Directors or until replaced. Thereafter, Directors, shall be in accordance with these By-laws, specifically including
but not limited to, §6.3.
6.3 Directors may only represent one Participating Entity as their voting member.
Each entity may designate a director and an alternate director who may vote in
the absence of the director.
6.4 Board of Directors shall hold quarterly meetings.
6.5 The Board of Directors may provide for regular meetings by resolution stating the
time and place of such meetings. The meetings shall be held within the State of
Texas. No notice of regular meetings of the Board is required if there is a resolution of the Board of Directors stating the time and place of the meetings. Agendas for regularly scheduled meetings will be posted three (3) days prior to the meeting date.
6.6 Special meetings of the Board of Directors may be called by or at the request of the Chair or any three (3) Directors following notification of the special meeting to the Chair.
6.7 Written or printed notice of any special meeting or changes in meeting date of the Board of Directors shall be delivered to each Director not less than seven (7) nor more than thirty (30) days before the date of the meeting or cancellation. The notice
shall state the place, day, and time of the meeting, as well as who called or cancelled the meeting, and the purpose or purposes for which the meeting is called or cancelled.
6.8 A simple majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum is not present at any time during a meeting, a majority of the Directors present may adjourn and reconvene the meeting at a later date to obtain a quorum. The Directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if a quorum no longer exists.
6.9 Directors shall exercise ordinary business judgment in managing the affairs of the Organization. In acting in their official capacity as Directors of this Organization,
Directors shall act in good faith and take actions they reasonably believe to be in the best interest of the Organization and that are not unlawful. A Director shall not be liable if, in the exercise of ordinary care, the Director acts in good faith relying on written financial and legal statements provided by the elected RAC Treasurer or by an accountant or attorney retained by the Board of Directors.
6.10 The Board of Directors shall try to act by consensus. However, the vote of a majority of the Directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Directors unless the act of a greater number is required by law or the By-laws. A Director who is present at a meeting and abstains from a vote is considered to be present for the purpose of determining whether a majority vote exists.
6.11 Directors shall not receive salaries from the RAC for their services. The Board of Directors may adopt a resolution providing for payment to a Director for expenses of attendance at any events/meetings.
Article VII
Operation of the Organization
7.1 The day-to-day operation of the Organization shall be conducted by the Executive
Committee.
7.2 The Members of the Executive Committee shall be thirteen (13) members of the Board of Directors or Participants. The Executive Committee will be composed of the following members: Chair, Vice-Chair, Secretary, Treasurer, EMS Member at Large, Injury Prevention Committee Chair, Emergency Preparedness Team Committee Chair, Pre-hospital Committee Chair, Hospital Committee Chair, System Performance Improvement Committee Chair, Pediatric Committee Chair, Acute Care Committee Chair, and Physician Advisors.
7.3 The Executive Committee shall meet at least quarterly. The Board of Directors may provide for regular meetings by resolution stating the time and place of such meetings. The meetings shall be held within the State of Texas. No notice of regular meetings of the Board is required if there is a resolution of the Board of Directors stating the time and place of the meetings.
7.4 Special meetings of the Executive Committee may be called by or at the request of the Chair or any three (3) Members of the Executive Committee following notification of special meeting to the Chair.
7.5 Fifty percent or not less than seven members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee. If a quorum is not present at any time during a meeting, a majority of the Members present may adjourn and reconvene the meeting at a later date to obtain a quorum. The members of the Executive Committee present at a duly called or held meeting at which a quorum is present may continue to transact business even if a quorum no longer exists.
7.6 Each Member, of the Executive Committee shall have one (1) vote.
7.7 The Executive Committee may vote to remove a Member of the Executive Committee who does not comply with assigned responsibilities. A meeting to consider the removal of a Member may be called and noticed following the procedures provided in the By-laws. The notice of the meeting shall state that the issue of possible removal of the Member will be on the agenda. The Member shall have the right to present evidence at the meeting as to why he or she should not be removed. A Member may be removed by a majority vote of the Executive Committee present at the meeting.
Article VIII
Officers
8.1 The Officers of the Organization shall be a Chair, Vice-Chair, Secretary, and Treasurer. The Executive Committee may create additional elected positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. Each Director representing a Participating Entity may not hold more than one (1) office at one time. Such Director can serve on multiple committees.
8.2 The Vice-Chair shall serve a two-year term and ascend to the Chair position for an additional two years.
8.3 Any vacancy occurring in any office shall be filled by the Executive Committee, at a regular or special meeting of the Executive Committee. Any Director appointed to fill a vacancy in any office shall be appointed as interim for the un-expired term of the predecessor in office.
8.4 Interim Vice-Chair if confirmed, at the next scheduled election will continue to serve as Vice-Chair until regularly scheduled to ascend to the chair position to serve the two-year term.
If the Interim Vice-Chair is not confirmed, a Chair must be elected at that time to serve a two-year term. Vice-Chair must be elected at that time to serve two years and then ascend as Chair for an additional two years term.
8.5 Chair shall be the chief executive officer of the Organization. The Chair may perform the following:
A. Supervise the affairs of the Organization.
B. Preside at all meetings of the Participants/Board of Directors and the Executive Committee.
C. Execute with attestation of any officer, all deeds, mortgages, bonds, contracts, or other instruments that the Executive Committee of Board of Directors has authorized to be executed. However, the Chair may not execute instruments on behalf of the Organization if this power is expressly delegated to another officer or agent of the Organization by the Executive Committee, Board of Directors, the By-laws, or law.
D. Other duties applicable to the office as prescribed by the parliamentary authority adopted by the organization and stated in the By-laws.
8.6 Vice-Chair may perform the following:
A. Perform all the duties of the Chair in his/her absence, inability to act, or refusal
to act.
B. Have all the powers and be subject to all the restrictions of the Chair when serving in his/her absence.
C. Perform all duties as assigned by the Chair, Executive Committee, or Board
of Directors and all duties incident to the office of the Vice-Chair and
and permitted by law.
8.7 Treasurer may perform the following:
A. Have charge and custody of and be responsible for all funds and securities of the Organization.
B. Administer the finances of the Organization with the advice and consent of the Executive Committee and Board of Directors.
C. Deposit all monies in the name of the Texas “J” RAC in banks, trust
companies, or other depositories as provided in the By-laws or as directed by the Executive Committee and Board of Directors.
D. Receive and give receipts for monies due and payable to the Organization from any source.
E. Write checks and disburses funds to discharge obligations of the Organization. Funds may not be drawn from the Texas “J” RAC accounts for amounts greater than $500.00 without the signature of the Chair or Vice-Chair in addition to the signature of the Treasurer.
F. Maintain the financial books and records of the Organization.
G. Supervise the preparation of the annual budget for approval by the Executive
Committee and Board of Directors at the initial meeting of the fiscal year.
H. Provide financial report/statement advising how closely the expenditures and income match the current year’s budget at each Executive Committee and at each Board of Directors meeting.
I. Perform other duties as assigned by the Chair, the Executive Committee, or the Board of Directors, and all duties incident to the office of the Treasurer and permitted by law.
8.8 Secretary may perform the following:
A. Verify all notices to be posted as provided in the By-laws or as required by law.
B. In coordination with the Chair, the Board of Directors and Executive Committee agendas shall be prepared and forwarded to the coordinator for distribution.
C. Verify the attendance.
D. Determine if a quorum is present.
E. Record and transcribe complete and accurate minutes of all proceedings of the Organization, including the Board of Directors and Executive Committee. The minutes will be forwarded to the coordinator for word processing and distribution.
F. Sign all applicable contracts for the organization with the Chair and/or Vice-Chair.
G. Verify a listing of all Participants, Directors, Executive Committee Members, and Officers of the Organization.
H. Receive, maintain and verify all ballots in all elections.
I. Perform duties as assigned by the Chair, the Executive Committee, or the Board of Directors and all duties incident to the office of the Secretary and permitted by law.
Article IX
Committees
9.1 Participation on the committees is not limited. The Executive Committee Chair and/or Vice-Chair shall appoint the Chair of each standing committee with reference to and guidance from each respective committee.
9.2 Each committee shall establish open communications with governmental
agencies and/or state legislators.
9.3 Each committee shall advise the organization of availability of grant
monies and changes in legislation.
9.4 Annually, the Executive Committee, a Standing Committee, or an Ad Hoc
Committee shall, at a minimum, address the following issues and any other issues
including an annual budget which are deemed necessary (any terms used herein
that are also used in the Rules shall have the meaning ascribed to that term in the
Rules).
A. Pre-hospital:
1. Address dispatch criteria and pre-hospital triage criteria.
2. Develop, review and revise pre-hospital Protocols including Bypass
Protocol.
3. Participate in the System Performance Improvement Program.
4. May provide educational component for quarterly Board of Directors
Meetings.
5. Address communication concerns/issues.
6. Address other pre-hospital care concerns including PI issues.
B. Hospital
1. Address Hospital Trauma protocols to include but not limited to:
a. Diversion policies
b. Facility Triage
c. Inter-hospital Transfer
2. Participate in System Performance Improvement Program.
3. May provide educational opportunities for hospital care providers.
4. Address other hospital concerns including system performance
improvement plan.
C. System Performance Improvement:
a. Develop a System Performance Improvement Program to assure continued
system development.
b. Improve pre-hospital-to-hospital, and hospital-to-hospital communication.
c. Provide a forum for trauma concerns in the TSA - J. Address issues
concerning Standards of Care, Protocols and Policies & Procedures.
d. Develop and present educational offerings based on the system performance improvement trend analyses.
D. Injury Prevention and Public Relations:
1. Promote injury prevention in the general public through education programs.
2. Develop in conjunction with System Performance Improvement
Committee educational programs.
E. Emergency Preparedness Team
1. Develop and implement an Emergency Preparedness Plan to assure
continued regional preparedness for environmental and man-made disasters.
2. Develop and provide educational programs.
F. Acute Care Committee
1. Develop Standards, Protocols and Policies & Procedure.
2. Develop and provide educational programs.
3. Participates in the System Performance Improvement Program.
G. Pediatric Committee
1. Develop Standards, Protocols and Policies & Procedure.
2. Develop and provide educational programs.
3. Participates in the Standards, Protocols and Policies & Procedure.
H. Physician Advisor Committee
1. Review medical issues and make recommendations
to the System Performance Improvement Committee and/or
Executive Committee as needed or requested.
2. Meet quarterly to review all deaths and other referred cases from the
region to identify system improvement opportunities.
9.5 A quorum for conducting the business of each Standing Committee shall be not less
than 25% of the members.
9.6 Meetings may be conducted by conference call.
9.7 Minutes of all committees will be recorded and kept on file. Minutes of the Executive Committee and Participants/Board of Directors will be posted to the website.
9.8 The Chair, the Executive Committee, or the Board of Directors may establish such
committees as it deems necessary to further the purposes of the Organization.
Article X
Transactions of the Organization
10.1 The Board of Directors may authorize any Officer or agent of the Organization to
enter into a contract or execute and deliver any instrument in the name of and on
behalf of the Organization. This authority may be limited to a specific contract or
instrument or it may extend to any number and type of possible contracts and
instruments.
10.2 All funds of the Organization shall be deposited to the credit of the Organization in
banks, trust companies, or other depositories selected by the Board of Directors.
10.3 The Board of Directors may accept on behalf of the Organization any contribution,
gift, bequest, or devise for the general purposes or for any special purpose of the
Organization. The Board of Directors may make gifts and give charitable
contributions that are not prohibited by the Articles of Incorporation, the By-laws,
state law, or any requirements for maintaining the Organization’s federal and state
non-profit tax status.
10.4 The organization shall not make any loan to any Officer, Director, or Participant of the Organization. Furthermore the Organization shall not transact business with any Officer or Director.
10.5 As long as the organization is in existence, an Officer, Director, or Participant of the Organization shall not:
A. Act in violation of the By-laws or a binding obligation of the Organization.
B. Act with the intention of harming the Organization or any of its operations.
C. Act in any manner that would make it impossible or unnecessarily difficult to
carry on the intended or ordinary business of the Organization.
D. Receive an improper personal benefit from the operation of the Organization.
E. Use the assets of this Organization, directly or indirectly, for any purpose other
than carrying on the business of this Organization.
F. Wrongfully transfer or dispose of Organization property, including intangible
property such as goodwill.
G. Use the name of the Organization (or any substantially similar name) or any
trademark or trade name adopted by the Organization, except on behalf of the Organization in the ordinary course of the Organization’s business.
H. Disclose any of the Organization’s business practices, trade secrets, or any other
information not generally known to the business community to any person not
authorized to receive it.
I. Take any action inconsistent with the Articles of Incorporation.
10.6 Develop and maintain Strategic Plan with annual update.
10.7 Financial transactions, which have a value of $500.00 or more, shall require majority approval of the Board of Directors or Executive Committee if a majority of the Board of Directors is not immediately available to vote on the transaction. In all other transactions, the Chair may dispense with the funds of the Corporation in accordance with the annual budget approved by the Board of Directors and the purposes of the Corporation as set out in the Articles of Incorporation and these By-laws. Notwithstanding the above, all checks of more than $500 disbursing funds from any of the Corporation’s accounts shall require the signatures of Treasurer and the Chair or the Vice-Chair.
10.8 All Texas J RAC Acquisitions shall be inventoried to include at a minimum: a
description of the equipment, serial number if applicable, purchase date, purchase
cost, and location of the equipment. Texas J RAC will monitor hospitals/facilities to
ascertain that the hospital/facility has a property control system to maintain an
inventory of purchases made and the ability to monitor purchases using that system.
All items purchased through the J RAC will be tagged with a designated inventory
tag and placed into Texas J RAC inventory before being sent to receiving facility.
Article XI
Procedural Requirements
11.1 The organization shall comply with the requirements of the Law and maintain a
registered office and registered agent in Texas. The principal office of the Texas “J”
RAC in the State of Texas shall be located at 2910 La Force Boulevard, Suite 100,
Midland, Texas 79711. Mailing address is P.O. Box 52511, Midland, Texas 79710.
11.2 All parliamentary procedures incident to official meetings of the Organization and
the Standing Committees shall be governed by the rules set out in the most recent
edition of Robert’s Rules of Order.
11.3 Voting by proxy is prohibited.
11.4 The Corporation shall keep correct and complete books and records of account. The
Corporation’s books and records shall include:
A. A file-endorsed copy of all documents filed with the Texas Secretary of State
relating to the Corporation, including, but not limited to, the Articles of Incorporation, and any Articles of amendment, Restate Articles, Articles of Merger, Articles of Consolidation, and Statement of Change of Registered Office or Registered Agent.
B. A copy of the By-laws and any amended versions or amendments to the By-laws.
C. Minutes of the proceedings of the Organization, Board of Directors, Executive Committee, Standing Committees and Ad hoc Committees.
D. A list of the names, addresses and telephone numbers of the Directors, Executive Committee Members, Officers and Participants.
E. A financial statement showing the assets, liabilities and net worth of the
Corporation at the end of each fiscal year.
F. A financial statement showing the income and expenses of the corporation for
each fiscal year.
G. All rulings, letters, and other documents relating to the Corporation’s federal, state and local tax status.
H. The Corporations’ federal, state and local information or income tax returns for each of the Corporation’s tax years.
11.5 The fiscal year of the Corporation shall begin on the first day of January and end on the last day in December of each year.
11.6 An audit shall be performed upon request of any funding organization by a certified public accountant selected by the Executive Committee.
11.7 Any person may inspect and receive copies of all books and records of the Organization. Such person may inspect or receive copies if the person has a proper purpose related to the person’s interest in the Organization and if the person submits a request in writing. Such request to review and/or inspect copies of the books and records of the Organization shall be made at a reasonable time during normal business hours. The Board of Directors may establish reasonable fees for copying the Organization’s books and records. The Organization shall provide copies of requested books and records no later than thirty (30) working days after the Organization’s receipt of a proper written request.
Article XII
By-laws
12.1 The By-laws shall be construed in accordance with the laws of the State of Texas. All references in the By-laws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.
12.2 If any By-law provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision. The By-laws shall be construed as if the invalid, illegal or unenforceable provision had not been included in the By-laws.
12.3 The headings used in the By-laws are used for convenience and shall not be considered in construing the terms of the By-laws.
12.4 Whenever the context requires, all words in the By-laws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.
12.5 An Executive Committee member may execute any instrument related to the Organization by means of a Power of Attorney if an original executed copy of the Power of Attorney is provided to the Secretary of the Organization to be kept with the official records.
12.6 The By-laws shall be binding upon and inure to the benefit of the Officers, Board of Directors and Participants and Agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the By-laws.
Article XIII
Amendment of the By-laws
The By-laws may be altered, amended or repealed, and new by-laws adopted by two-third Vote of the Board of Directors present at the meeting. The notice of any meeting at which the By-laws are altered, amended or repealed or at which new By-laws are adopted shall include a copy or summary of the proposed By-law provisions as well as the text of the existing provisions proposed to be altered, amended or repealed.
I certify that I am the duly elected/appointed and acting Secretary of Texas “J” Regional Advisory Council and that the foregoing By-laws constitute the By-laws of the Texas “J” RAC. These By-laws were duly adopted at a meeting of the Board of Directors held on ____________________________________.
Signature on File