Article 1
Name and Offices
Section 1. Name
The following are the bylaws of the PAs in Virtual Medicine and Telemedicine, utilizing the acronym PAVMT.
Section 2. Principal Office
The principal office of the organization is located in the city of Palmer, borough of Matsu, state of Alaska.
Section 3. Change of Address
The designation of the state of the organization’s principal office may be changed by amendment of these bylaws. The board of directors may change the principal office from one location to another within the named state by noting the changed address and effective date below. Such changes of address shall not be deemed, nor require, an amendment of these bylaws:
New Address: _________________
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Dated: _________________, 20__
New Address: _________________
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Dated: _________________, 20__
New Address: _________________
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Dated: _________________, 20__
Section 4. Other Offices
The organization may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.
Article 2
Non-Profit Purposes
Section 1. IRC Section 501(c)6 Purposes
This organization is created exclusively for one or more of the purposes as specified in Section 501(c)6 of the Internal Revenue Code. The organization is not for profit, and no part of the net earnings inures to the benefit of any private shareholder or individual.
Section 2. Objectives
In furtherance of these purposes, the organization shall, through appropriate mechanisms, work to increase PA access and involvement in virtual care/telemedicine. To represent and engage individual PAs, PA students, and the PA profession broadly in understanding, developing, implementing and using virtual care so as to maximize opportunities for PAs to deliver care via virtual means, the organization shall support and execute on the following:
- Advocacy: On behalf of the PA profession create, curate and further the essential role of PAs in all aspects of virtual care delivery throughout the healthcare system.
- Legislation: Develop and expand upon the necessary legislation and associated policy environment to ensure virtual care practice at top of scope and license for PAs consistent with their training.
- Education: Provide education for PA students and practicing PAs that develops and enhances all necessary skills, knowledge and understanding of roles of PAs in the practice of virtual care.
- Occupation: By the above pillars, foster an environment of equitable employment and employment opportunities for the PA profession in virtual care.
Article 3
Members and Membership Provisions
Section 1. Membership Classification
The organization shall have four classes of membership: Fellow, PA student, non-PA clinician (physician/NP), and business associate. No member shall hold more than one membership in the organization.
A fellow member shall be a PA who is a graduate of a PA program accredited by the Accreditation Review Commission on Education for the Physician Assistant (ARC-PA), or by one of its predecessor agencies (Committee on Allied Health Education and Accreditation [CAHEA], Commission on Accreditation of Allied Health Education Programs [CAAHEP]), or who has passed the PA National Certifying Examination (PANCE) administered by the National Commission on Certification of Physician Assistants (NCCPA), or an examination administered by another agency approved by the American Academy of PAs (AAPA).
A fellow member of the PAVMT shall have floor and voting privileges, may hold office and serve as a delegate to the AAPA House of Delegates, presuming they are also an AAPA fellow member in good standing.
A non-PA clinician is a physician, nurse practitioner, registered nurse, naturopath, psychologist and other clinical roles not otherwise clarified here currently practicing or retired. Non-PA clinician members may receive benefits of membership, but may not vote or hold any board of directors position.
A student member is a person who is enrolled, and has at least three months remaining in a PA program accredited by ARC-PA or a predecessor agency. Student members are entitled to the privilege of the floor, but may not vote or hold any board of directors position, with the exception of the student director role, as outlined in Article 5, Section 5.
A business associate member may receive benefits consistent with their membership status, but may not vote or hold any board of directors position.
Section 2. Fees and Dues
Annual fees, dues, late fees, and assessments shall be established and approved by the board of directors for each class of membership.
Section 3. Number of Members
There is no limit to the number of members the organization may admit.
Section 4. Membership Records
The organization shall keep a record of membership containing the name, home address, and email address of each member. Termination of the membership of any member shall be recorded along with the date of termination. This information shall be kept at the organization’s principal office.
Section 5. Non-Liability of Members
A member of this organization is not personally liable for the debts, liabilities, or obligations of the organization.
Section 6. Non-Transferability of Membership
No member may transfer a membership or any right arising therefrom.
Section 7. Withdrawal of Membership
Membership shall be withdrawn upon the occurrence of any of the following events:
- Engaging in conduct materially and seriously prejudicial to the interests of the organization including unethical conduct. Membership may be withdrawn only after providing the member with reasonable notice and an opportunity to be heard either orally or in writing, and upon a determination by the board of directors.
- Failure to maintain health care professional license, registration or permit as a result of disciplinary action for violations per the state or regulatory organization governing said profession would therefore be ineligible to apply or keep membership till the professional can return to good standing inside their respected organization
All rights of a member in the organization shall cease upon withdrawal of membership as herein provided.
Article 4
Officers
Section 1. Designation of Officers
The officers of the organization shall be a president, president-elect, vice president, secretary and treasurer. The president shall serve as the chair of the board of directors.
Section 2. Qualifications
Each officer shall be a fellow member in good standing of AAPA and PAVMT for the duration of his or her term of office.
Section 3. Duties of President
The president, subject to the control of the board of directors, shall oversee the affairs of the organization and activities of the board of directors. He or she shall perform all duties incident to the office and such other duties as may be required by law, the articles of incorporation, these bylaws, or that may be prescribed by the board of directors. Unless another person is specifically appointed as chairperson of the board of directors, the president shall preside at all general membership and board of directors meetings.
The president shall make a full report of the year’s activities at the annual membership meeting of the organization. They shall coordinate agendas for future meetings, preside at meetings, and facilitate discussion. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, the president shall, in the name of the organization, execute contracts and other instruments of business that may from time to time be authorized by the board of directors.
Section 4. Duties of President-Elect
In the absence of the president, or in the event of their inability or refusal to act, the president-elect shall perform all the duties of the president and, when so acting, shall have all the powers of, and be subject to all the restrictions on the president. The president-elect shall organize and conduct, with the assistance of the secretary, all annual elections. In addition, the president-elect may have other powers and perform such other duties as may be prescribed by law, the articles of incorporation, these bylaws, or the board of directors.
Section 5. Duties of Vice President
In the absence of the president and president-elect, or in the event of their inability or refusal to act, the vice president shall perform all the duties of the president and, when so acting, shall have all the powers of, and be subject to all the restrictions on the president.. In addition, the vice president may have other powers and perform such other duties as may be prescribed by law, the articles of incorporation, these bylaws, or the board of directors.
Section 6. Duties of Secretary
The secretary shall:
- Maintain in an online and secure file the documents of the organization or at such other place as the board of directors may determine:
- A record of these bylaws as amended or otherwise altered to date
- An archival history containing the minutes of all meetings of the board of directors and, if applicable, meetings of committees and of membership, recording therein the time and place of the meeting, whether it was a regular or special meeting, how it was called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
- Membership records, in concert with the membership committee, containing the name and address of each member, and, in the case where any membership has been withdrawn, record such fact, along with the date on which such membership ceased.
- Ensure that all notices are duly given in accordance with the provisions of these bylaws or as required by law.
- Exhibit at any reasonable time to any director of the organization, or to their agent or attorney, the bylaws, membership records, and minutes of the proceedings of the directors of the organization.
- In addition, the secretary may have other powers and perform such other duties as may be prescribed by law, the articles of incorporation, these bylaws, or the board of directors.
Section 7. Duties of Treasurer
The treasurer shall:
- Have charge and custody of, and be responsible for, all funds, e-commerce transactions and securities of the organization, and deposit all such funds in the name of the organization in such banks, trust companies, or other depositories as shall be selected by the board of directors.
- Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, the treasurer shall, in the name of the organization, with countersignature of the president as outlined in policy, execute contracts, checks, and other instruments of business that may from time to time be authorized by the executive board.
- Receive, and give receipt for monies due and payable to the organization from any source whatsoever.
- Disburse, or cause to be disbursed, the funds of the organization as may be directed by the executive board, taking proper documents (receipts, etc) for such disbursements.
- Keep and maintain adequate and correct accounts of the organization’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
- Exhibit at any reasonable time the accounting and financial records to any director of the organization, or to their agent or attorney.
- Render to the president and board of directors, whenever requested, an account of any or all transactions as treasurer, and information about the financial position of the organization.
- Prepare (or cause to be prepared) and certify (or cause to be certified) and submit the financial statements, tax records and state filings as approved by the executive board to the appropriate entities.
- In addition, the treasurer may have other powers and perform such other duties as may be prescribed by law, the articles of incorporation, these bylaws, or the board of directors.
Article 5
Directors
Section 1. Number and Board of Directors Composition
The organization shall have nine directors, including its officers. Collectively, they shall be known as the board of directors. The executive board includes the following officer positions: president, president-elect, vice-president, secretary and treasurer, as well as four Director-at-Large (one each for the Western US, Midwest US, Southern US and Northeast US). The organization may have one or more Directors-at-Large, student directors, assistant secretaries, assistant treasurers, and other directors with such titles as may be determined from time to time by the board of directors and appropriately documented within these bylaws.
Section 2. Qualifications
Qualifications for directors of this organization shall be as follows:
- A fellow member of good standing in both AAPA and PAVMT, with the exception of student director, who must hold student membership status in both organizations, respectively.
- Further office specific conditions as outlined in these bylaws
Section 3. Powers
Subject to the provisions of the laws of this state and any limitations in the articles of incorporation and these bylaws, the activities and affairs of this organization shall be conducted, and all corporate powers shall be exercised by or under the direction of the board of directors.
In accordance with the powers conferred by statute, the articles of incorporation, or as otherwise stated in these bylaws, the board of directors shall have the power to adopt and amend policies on behalf of the organization. The Policy Manual shall be maintained separate from these bylaws. A majority of votes cast during a properly called board of directors meeting where a quorum is present, is required to adopt or amend policy.
Section 4. Duties
It shall be the duty of the directors to:
- Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or these bylaws.
- Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all agents, and employees of the organization.
- Oversee all agents, and employees of the organization to ensure that duties are properly performed.
- Meet at such times and places as required by these bylaws.
- Board of Directors members are required to attend at least 50% of all regular meetings. Attendance at fewer than 50% of meetings will trigger a review of Board of Directors membership status by the Board of Directors, with the exception of the Board of Directors member under review. Upon review and majority vote by Board of Directors, individual Board of Directors membership status will be determined.
- Register their addresses with the secretary of the organization. Notices electronically communicated or mailed to them at such addresses shall be valid notices thereof.
Section 5: Director-at-Large
- There shall be four Director-at-Large (one each for the Western US, Midwest US, Southern US and Northeast US).
- The Western region shall consist of the states of Alaska, Arizona, California, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, and Wyoming
- The Midwestern region shall consist of the states of Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, and Wisconsin.
- The Southern region shall consist of the states of Alabama, Arkansas, Delaware, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Virginia, West Virginia and Texas.
- The Northeast region shall consist of the states of Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New Jersey, New York, and Pennsylvania and the District of Columbia.
- In addition to duties as a BOD member, each regional Director at Large shall be responsible for relationships with state constituent organizations, professional organizations within their region and staying up-to-date on legislative changes in their region. Other duties may be assigned by the President and/or BOD.
Section 6. Term of Office
With the exception of the positions of Secretary,Treasurer, and the four Director-at-Large which shall be for a term of two years each, the terms of office for remaining board of director positions shall be one year. The secretary shall be elected in even-numbered years. The treasurer shall be elected in odd-numbered years.
With the exception of the immediate past president position which will be assumed by the outgoing president, and the office of president which will be assumed by the president-elect, all remaining board of director positions shall be elected annually.
Section 7. Place of Meetings
Meetings shall be held remotely via phone or live video conference unless otherwise designated by resolution of the board of directors.
Section 8. Regular Meetings
Regular meetings of the board of directors shall be held, at a minimum, each quarter.
Section 9. Special Meetings
Special meetings of the board of directors may be called by the president, the president-elect, the vice president, the secretary, by any two other members of the board of directors, or by persons specifically authorized under the laws of this state to call special meetings of the board of directors. Such meetings shall be held at the date and time as designated by the person or persons calling the special meeting.
Section 10. Notice of Meetings
Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:
- a. Regular Meetings. No notice need be given of any regular meeting of the board of directors.
- Special Meetings. At least one week’s notice shall be given by the secretary of the organization to each director regarding a special meeting of the board of directors. Such notice will be given by digital communication (email, etc), and shall state the place, date, and time of the meeting and the matters proposed to be acted upon. Each director shall acknowledge receipt of the notice by return message within 3 business days of receipt.
Section 11. Quorum for Meetings
A quorum shall consist of a majority of the members of the board of directors. Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the board of directors at any meeting at which the required quorum is not present, and the only motion the chair shall entertain at such a meeting is a motion to adjourn.
Section 12. Majority Action as Board Action
Every act or decision by a majority of the directors present at a meeting duly held at which a quorum is present is an act of the board of directors, unless the articles of incorporation, these bylaws, or provisions of law require a higher percentage or different voting rules for approval of a matter by the board of directors.
Section 13. Conduct of Meetings
- The president shall preside over meetings of the board of directors; or in their absence, by the president-elect of the organization. In the absence of these persons, the meeting shall be presided over by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the organization shall act as secretary of all meetings of the board of directors; in their absence, the presiding officer shall appoint another person to act as secretary of the meeting.
- Meetings shall be governed by the current edition of Alice Sturgis’ Standard Code of Parliamentary Procedure insofar as such rules are not inconsistent with, or in conflict with, the articles of incorporation, these bylaws, or provisions of law.
Section 14. Removal and Resignation
Any director, including officers, may be removed from office, with cause, by the board of directors, at any time as permitted by, and in accordance with the laws of this state.
Any director may resign at any time by giving written notice to the president or secretary of the organization. Any such resignation shall take effect at the date of receipt of such notice or at a later date specified therein; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Appropriate notice of removal or resignation to be provided to state of incorporation and IRS as required by law.
Section 15. Elections
With the exception of the president, the remaining officers and directors shall be elected by the membership. Candidates receiving the highest number of votes shall be elected. Each voting member shall cast one vote, with voting being by ballot as prescribed in the policy governing elections.
Section 16. Vacancies and Succession
Vacancies on the board of directors shall exist (1) when a term of office ends; (2) on the death, resignation, or removal of any director; or (3) if the number of authorized directors is increased.
The method of filling positions vacated by the holder prior to completion of term shall be as follows:
- Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, vacancies on the board may be filled by a majority vote of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by a majority vote of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of board of directors, or until his or her death, resignation, or removal from office.
- In the event of a vacancy in the office of president, the president-elect shall become president to serve the unexpired term.
- In the event of a vacancy in the office of president-elect, the immediate past president shall assume the duties, but not the office of the president-elect while continuing to perform the duties of immediate past president. The Nominating Committee or other appropriately charged standing or ad hoc committee shall prepare a slate of candidates for the president-elect position. The general membership shall elect a new president-elect from the candidates proposed and any candidates that self-declare. The newly elected president-elect will take office immediately upon election and will serve the remainder of the unexpired term. The newly elected president-elect shall then serve his/her own successive term as president.
Section 17. Non-Liability of Directors
The board of directors shall not be personally liable for the debts, liabilities, or other obligations of the organization.
Section 18. Indemnification of Directors
The organization’s board of directors shall be indemnified by the organization to the fullest extent permissible under the laws of this state.
Article 6
Delegates
Section 1. Qualifications
The delegate to AAPA House of Delegates shall be an AAPA fellow member in good standing of AAPA for the duration of his or her term of office. The delegate shall also be a fellow member of PAVMT in good standing for the duration of his or her term of office.
Section 2. Elections
The delegate shall be elected by fellow members of the organization. Candidates receiving the highest number of votes shall be elected to provide representation in the seats allocated by AAPA. Each voting member shall cast one vote, with voting being by ballot as prescribed in the policy governing elections.
Section 3. Duties
The delegate shall participate in the affairs of the House of Delegates and serve as an effective voice in AAPA activities by:
- Making recommendations to the AAPA Board of Directors
- Submitting formal resolutions through the procedures outlined by AAPA’s House officers
- Participating in open reference committee hearings conducted at the House of Delegates meeting, held during AAPA’s Annual Conference
- Volunteering as a member of an AAPA reference committee, researching and reporting on the resolutions and testimony received
Section 4. Term of Office
The term of office for delegates is July 1 – June 30 as governed by AAPA policy.
Article 7
Committees
Section 1. Standing Committees
There shall be such committees as may be specified by the board of directors, with such authority and responsibility as may be delegated by the board of directors or specified in the bylaws. There shall be the following standing committees: (a) Membership/Social; (b) Legislative; (c) Advocacy; (d) Continuing Medical Education (CME); (e) Student Affairs; and (f) Employment/ Entrepreneurship
The members of each standing committee shall serve for a term of one year, commencing on July 1st. All committee chairpersons shall be appointed by vote from the president, president elect and vice president, and shall be subject to removal by the president. Committee chairpersons and individual committee members may not be considered part of the board of directors. Each committee shall be responsible to the president and the board of directors.
Section 2. Other Committees
The organization 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 of directors and shall act in an advisory capacity to the board of directors.
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
Execution of Instruments, Deposits, and Funds
Section 1. Execution of Instruments
The board of directors may, by resolution, authorize and designate additional officers, agents or employees of the organization to enter into contracts or execute and deliver any instrument in the name of, and on behalf of the organization, and such authority may be general or confined to specific instances. Unless so authorized in these bylaws or by resolution of the board of directors, no officer, agent, or employee shall have any power or authority to bind the organization by any contract or engagement or to pledge its credit or render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the organization shall be signed by the treasurer and countersigned by the president of the organization.
Section 3. Deposits
All funds of the organization shall be deposited from time to time to the credit of the organization in such banks, trust companies, or other depositories as the board of directors may select.
Article 9
Corporate Records and Reports
Section 1. Maintenance of Corporate Records
The organization shall keep in a secured and centralized electronic file, accessible to treasurer, secretary and president or designee:
- Minutes of all meetings of directors, committees of the board of directors, and membership, indicating the time and place of holding such meetings, whether they were regular or special, how they were called, the notice given, the names of those present, and the proceedings thereof.
- 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.
- 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.
- A copy of the organization’s articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members.
Section 2. Member Inspection Rights
Each and every member shall have inspection rights, or provisions for inspection rights of organizational documents, for a purpose reasonably related to such person’s interest as a member as expressly provided by law, the articles of incorporation or these bylaws. Any inspection under these provisions may be made in person, by agent or attorney.
Section 3. Periodic Report
The board of directors shall cause any annual or periodic report required under law to be timely prepared and delivered to an office of this state or to the membership of this organization.
Article 10
Tax Exemption Provisions
Section 1. Limitations on Activities
Notwithstanding any other provisions of these bylaws, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)6 of the Internal Revenue Code.
Section 2. Prohibition against Private Inurement
No part of the net earnings of this organization shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the organization shall be authorized and empowered to make reasonable payment and distributions for services rendered in furtherance of the purposes of the organization.
Section 3. Distribution of Assets
Upon the dissolution of this organization, its assets remaining after payment, or provision for payment, of all debts and liabilities of this organization shall be distributed for one or more exempt purposes within the meaning of Section 501(c)6 of the Internal Revenue Code. Dissolution shall be completed in the manner required under exemption tax code.
Article 11
Amendment of Bylaws
Section 1. Amendment
Subject to the power of the members of this organization to adopt, amend, or repeal the bylaws of this organization and except as may otherwise be specified under provisions of law, these bylaws may be altered, amended, or repealed and new bylaws adopted by approval of a majority of the voting membership.
Article 12
Construction and Terms
Section 1. If there is any conflict between the provisions of these bylaws and the articles of incorporation of this organization, 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 organization filed with an office of this state and used to establish the legal existence of this organization.
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.
Article 13
Meetings of Membership
Section 1. Place of Meetings
An annual meeting shall be held at a date, time, and place - remotely via video conference or in person as appropriate - to be set by the board of directors; the meeting shall be held for the purpose of transacting such business as may properly come before it.
Meetings of membership shall be held remotely via video conference or at such other place or places as may be designated from time to time by resolution of the board of directors.
Section 2. Regular Meetings
A regular meeting of membership shall be held remotely via video conference in the month of May for the purpose of transacting such business as may come before the general membership. If the day fixed for a regular meeting falls on a legal holiday, the meeting shall be held at the same hour and place on the next business day. Other regular meetings of the membership shall be held as needed.
The annual meeting of the membership for the purpose of electing directors shall be deemed a regular meeting.
Section 3. Special Meetings
Special meetings of the membership may be called by the president of the organization, board of directors, or by persons specifically authorized under the laws of this state to call special meetings of the membership. Special meetings may be called by a majority of the fellow members.
Section 4. Notice of Special Meetings
Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, a notice stating the place, day, and hour of the special meeting,shall be delivered not less than 10, nor more than 50 days before the date of the meeting, either personally, electronically or by mail, by or at the direction of the president, the secretary, or by the person calling the meeting. The purpose or purposes for which the special meeting is called will be relayed to each member entitled to vote at the special meeting. If the purpose of the meeting is for an election of the directors, the names of the nominees or candidates for the Board of Directors will be provided with the notice.
Section 5. Quorum for Meetings
Two percent (2%) of the voting membership shall constitute a quorum at any meeting of the general membership, or for purposes of an electronic vote as authorized by these bylaws.
Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the membership at any meeting at which the required quorum is not present, and the only motion that the chair shall entertain at such a meeting is a motion to adjourn.
Section 6. Majority Action as Membership Action
Every act or decision made by a majority of voting members present in person or by proxy at a duly held meeting where a quorum is present, is an act of the membership.
Section 7. Action by Written or Electronic Ballot
Unless otherwise provided under the articles of incorporation, these bylaws, or provisions of law, any action taken at a regular or special meeting of the membership can also be taken without a meeting if the organization distributes a written or electronic ballot to each eligible voting member..
The ballot shall:
- Set forth the proposed action.
- Provide an opportunity to specify approval or disapproval of each proposal.
- Indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted.
- Specify the date by which the ballot must be received by the organization in order to be counted. The date set shall afford members a reasonable time within which to return their ballots to the organization.
Ballots shall be mailed, delivered electronically or in the manner required for giving notice of membership meetings as specified in these bylaws.
An action shall be approved when the number of votes cast by written or electronic ballot equals or exceeds the requirements outlined in Section 5 of these Bylaws.
Section 8. Conduct of Meetings
Meetings of membership shall be presided over by the president. If there is no president, or in his or her absence, meetings shall be presided over by the president-elect of the organization. In the absence of all of these persons, the meeting shall be presided over by a chairperson chosen by a majority of the voting members present at the meeting. The secretary of the organization shall act as secretary of all meetings of membership; in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Article 14
Parliamentary Authority
Section 1. Matters of Procedure
The current edition of The Standard Code of Parliamentary Procedure by Alice Sturgis shall be the parliamentary authority of all matters of procedure not specifically covered by these bylaws.
Section 2. Conduct of Meetings
Regular and special meetings of the board of directors or membership shall be governed by the current edition of The Standard Code of Parliamentary Procedure by Alice Sturgis insofar as such rules are not inconsistent with, or in conflict with the articles of incorporation, these bylaws, or provisions of law.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors and incorporators of this organization, and we consent to, and hereby do, adopt the foregoing bylaws, consisting of 24 preceding pages, as the bylaws of this organization.
PAs in Virtual Medicine and Telemedicine
By the following individuals:
Name: Sarah Purdy PA-C
Signature: __________________________________
Position: President
Date: 3/21/2022
Name: Mercedes Dodge, PA-C
Signature: __________________________________
Position: President-Elect
Date: 3/21/2022
Name: Hina Mazharuddin , PA-C
Signature: __________________________________
Position: Vice President
Date: 3/21/2022
Name: Donna Naranjo, PA-C
Signature: __________________________________
Position: Secretary
Date: 3/21/2022
Name: Christopher Dietrich, PA-C
Signature: __________________________________
Position: Treasurer
Date: 3/21/2022
Name: Christi Dahlgren, PA-C
Signature: __________________________________
Position: Legislative/Advocacy Committee Chair
Date: 3/21/2022
Name: Kristy Engelhaupt, PA-C
Signature: __________________________________
Position: Membership/Social Committee Co-Chair
Date: 3/21/2022
Name: Sara Gallo, PA-C
Signature: __________________________________
Position: Membership/Social Committee Co-Chair
Date: 3/21/2022
Name: Tara Iacono, PA-C
Signature: __________________________________
Position: CME Committee Co-Chair
Date: 3/21/2022
Name: Maria Sonnack, PA-C
Signature: __________________________________
Position: CME Committee Co-Chair
Date: 3/21/2022
Name: Hendry “Cody” Rodman, PA-S
Signature: __________________________________
Position: Student Director
Date: 3/21/2022
Initially adopted: January 15th, 2020
Amended: 3/21/2022
These bylaws are current as of 3/21/2022 and supersede all other versions.