Article I – Board of Directors

 I.1 The Board of Directors (BOD) shall consist of five (5) elected members voted on by the membership at the annual business meeting or by an electronic vote. The positions of Immediate Past President, President and President-Elect shall serve two (2) year progressive terms, for a total of a term of six (6) years. The positions of Secretary and Treasurer shall serve a term of two (2) years, non-progressive. Additionally, the BOD shall have an ex-officio (voting) representative from each of the affiliated local chapters of MGMA-Louisiana. The ex-officio representative will be the President (or equivalent officer) of the local chapter, or his/her appointed representative. All voting BOD members must be Active members of MGMA-Louisiana as defined below. 

I.2 The President shall issue notice for meetings of the Board of Directors. There shall be no less than three (3) meetings of the board, inclusive of the meeting scheduled to coincide with the annual conference. 

I.3 A Quorum of the BOD is defined as consisting of the majority (3) members of the elected board members. 

I.4 It will be mandatory for elected board members to attend at least 60% of the board meetings annually and no less than four (3) conferences during their six (6) year term. Failure to meet the attendance requirement may subject a board member to termination prior to completion of their term. 

I.5 Board members must remain off the board upon completion of their terms for at least one year before they are eligible to be nominated again. 

I.6 In the event a board member vacates a board position prior to the end of the term, the President will appoint a replacement to fill the board member position pro tempore. That person will hold the position until the business meeting following the next open nomination period as defined in 

1:6(a). If the vacating board member is the sitting President, then the Vice President shall assume the role of President until the next election cycle. If the Vice President is unable or unwilling to assume the responsibilities of the President, then the Treasurer and Secretary should be elevated to the role of President in that order. Special elections may be called with electronic voting 30 days after a notice, including nominee profiles is sent to chapter members.

I.7 The nomination and election process for membership to the Board of Directors shall be as follows:

1.7 (a) Nominations for BOD membership shall be accepted from Active members by electronic transmission to the MGMA-Louisiana State Office during the month of August. Nominations received at the State Office past the deadline will not be considered.

I.7 (b) All nominations will be turned over to the Nominating Committee for consideration. The Nominating Committee may or may not seek additional candidates.

I.7 (c) After vetting the nominations, the Nominating Committee shall present the final slate of nominations to the BOD by October 1. The BOD may accept or reject the Nominating Committee’s recommendations (in whole or in part.) If the BOD rejects a candidate(s), the Nominating Committee will have 15 days to present an amended slate to the BOD. The BOD maintains the right to add additional names to the amended slate prior to final approval.

I.7 (d) The slate of Nominees to the BOD will be presented to the general membership on or about November 1 of each year.

I.7 (e) The election of BOD members will occur on or about December 1

I.7 (f) 1. Only Active members are eligible to vote.

I.7 (g) 2. Nominations will not be accepted after September 1st of each year. There will be no write-ins on the ballot.

1.8 Non-voting Ex-Officio Board Members. In addition to the Ex-Officio BOD members noted in 1.1, the BOD may appoint other individuals to serve in that capacity. The BOD-appointed Non-voting Ex-Officio members are entitled to participate for one year, which may be renewed, but have no voting rights on matters before the Board of Directors.

Article II – Membership and dues 

II.1 Membership classifications shall be as follows:

II.1 (a) Active Member – A member who has management responsibility in one or more medical organizations providing medical services directly to patients in a patient care environment. Active members are eligible to vote, serve on the board of directors, and chair committees.

II.1 (b) Affiliate Member – An individual member who provides products or services to the healthcare industry, such as a vendor. Affiliate members do not vote or hold office but may serve on committees.

II.1 (c) Student Member – Membership is free for appropriate students: Individuals enrolled full-time in a health service administration curriculum within or outside Louisiana may apply for membership. Student members may not vote or hold office but may serve on committees. To qualify for this membership, students must be enrolled full-time in a minimum of 12 hours per semester at the time of application. Student must include documentation along with the application for membership.

II.1 (d) Honorary Life Member - A long-standing member of MGMA-Louisiana may be selected by the Board of Directors for this honor. This member may not hold office or vote, and is exempt from paying dues.

II.2 Classification of membership for each individual is left to the discretion of the Board of Directors.

II.3 Dues: the Board of Directors shall set Member dues, conference registration fees and fees for other services. No one shall be a member unless all dues and fees as set by the Board of Directors are paid in full.

Article III – Local Chapter Affiliations 

III. 1. To support the mission and development of MGMA-Louisiana, it will establish, nourish and support Local Chapters. To this end MGMA-Louisiana will enter into an Affiliation Agreement with Local Chapter. As noted in Article I.1 the Local Chapter President will serve as an Ex Officio Board Member of MGMA-Louisiana. 

III.2. In the event that an Affiliated Local Chapter ceases operations or is dissolved, any existing funds from that Chapter will be returned to MGMA-Louisiana in accordance with the Internal Revenue Code of 1954, as amended. MGMA-Louisiana will hold these funds for a period of up to three years to be used to either re-establish the original Local Chapter, or to establish a new Local Chapter in a nearby area. After three years, those funds may be returned to the MGMA-Louisiana General Fund.

Article IV - Committees

IV.1 The standing committees of the Board of Directors are as follows: Legislative, Audit, Nominating, Education/Scholarship, and Membership. 

IV.2 The Board of Directors from time to time may establish additional standing or ad hoc committees.

IV.3 The President will appoint the committee chairperson, who will, in turn, appoint the committee members.

Article V – Fiscal Year: The fiscal year for the Association shall be January 1 through December 31. A financial statement shall be available to the membership through the MGMA-Louisiana state office.

Article VI – Amendment to By-Laws 

VI.1 Amendments to the By-Laws of the corporation shall be submitted to the Secretary in writing at least 60 days prior to an expected vote of the Association. 

VI.2 The Secretary shall send a copy of the proposed amendments to the membership at least thirty (30) days prior to an expected duly publicized vote of the membership. 

VI.3 A majority vote of the Active members will be required for adoption of amendments to the bylaws. Votes may be taken by electronic means.