ARTICLE I. NAME
The name of this corporation shall be the Richmond County Medical Society Project Access, Inc. currently located at 1054 Claussen Road, Suite 313, Augusta, Georgia 30907.
ARTICLE II. PURPOSE
The purpose of the corporation shall be to provide comprehensive quality health care to uninsured residents of Richmond County, Georgia, who are between the ages of 18 and 64 years of age and whose annual family income falls below 150% of the Federal Poverty index.
ARTICLE III. MEMBERSHIP
Membership shall be limited to Physician members in good standing with the Richmond County Medical Society. There will be an annual membership meeting, time and location to be determined by the Board of Directors. Members in good standing will be notified in advance of the meeting. The Board of Directors can call more frequent meetings of the membership if needed.
ARTICLE IV. BOARD OF DIRECTORS
The management and affairs of the corporation shall be vested on the Board of Directors. The Board shall be authorized to seek funds from both public and private sources, and shall authorize expenditure of funds of the corporation. The Board shall determine an annual budget, and report annually to the membership regarding the expenditure of funds. Any changes in the annual budget must be approved by a resolution from the Board of Directors.
The Board of Directors shall consist of representatives of business and individuals from the community, as well as representatives of health care, and child and family service organizations. No board member shall vote on any issue, which would be considered a conflict of interest. There will be no fewer than 16 and no more that 25 members of the Board. Board members may represent local government, public health officials and health care institutions.
Board members shall be elected to three-year terms. Terms shall be set so that one-third of the board terms expire each year. Board members who resign before their term of office is expired may be replaced with approval of a majority vote of the Board. Replacement board members shall serve for the remainder of the unexpired term.
Board members may be removed with or without cause by a vote of at least two-thirds of the full board.
The quorum for a board meeting shall be fifty percent of the board members.
The full board shall meet a minimum of at least four (4) times each year. The executive committee shall meet as needed. A schedule of board meetings shall be established at the beginning of each year.
The nominating committee will submit a slate of nominees to the Board each year in November. The slate will be approved in January by the Board. Elected Board members will be installed at the next meeting.
The Executive Committee of the Board shall be composed of a President, a Vice-President who is President-Elect, Secretary, Treasurer, and Past President. The Past President may or may not be a board member. The Executive Committee may exercise the powers of the board in the management of affairs of the corporation between board meetings. Three members of the Executive Committee shall constitute a quorum. All actions taken by the Executive Committee shall be reported to the board at the next scheduled board meeting.
There shall be the following standing committees, whose chairs shall be appointed by the President: Nominating, Finance, Program, Personnel, and Membership. The President shall be an ex-officio member of each committee. There shall be no fewer than three board members on each committee.
The Nominating Committee shall prepare a slate of nominees for election to the Board. The Nominating Committee will nominate individuals to fill vacated Board Offices, and shall, every two years, prepare a slate of officers (President, President-Elect, Treasurer, and Secretary) for election. The committee will assist in the orientation of new board members.
The Finance Committee shall prepare an annual budget by January, and shall seek sources of funding for the ongoing operation of the corporation. The Finance Committee shall prepare an annual report of the management of the corporation, shall suggest fundraising activities to be undertaken, and shall assist the Treasurer in reporting to the Board. The Treasurer shall always be a member of the Finance Committee.
The Program Committee shall plan short and long-term goals for the corporation, to be adopted by the Board. The Program Committee shall be responsible for initiating and overseeing the implementation of goals.
The Personnel Committee shall be responsible for all the personnel matters, including the development of job descriptions, personnel policies, salaries, and benefits.
The Membership Committee shall be responsible for recruiting member physicians to participate in the Projects goals and progress.
The Board may designate one or more additional or adhoc committees.
ARTICLE V. OFFICERS
The Board shall elect officers every two years. Officers shall be President, President-Elect, Secretary, and Treasurer.
The Secretary and Treasurer shall be elected to serve two year terms, subject to removal by the Board, or until their successors are chosen and qualified. The President-Elect shall always serve two years as vice-president and a second two years as President. The President shall serve another two years in an advisory capacity as past-president.
The President or President-Elect shall preside at all meetings.
The Secretary shall give notice to all Board members of the forthcoming meetings, and shall record the minutes of each meeting. The Secretary shall also perform such other duties and have such other powers as required by the Board.
The Treasurer shall have responsibility for all funds and assets of the corporation, and shall ensure proper records are kept of all receipts and disbursements and official transactions of the corporation, and shall render quarterly accounts of all transactions to the Board. The Treasurer and all employees with direct responsibility for the assets of the corporation shall be bonded, and the corporation shall pay the cost of such bond.
ARTICLE VI. EXECUTIVE DIRECTOR
The Board shall employ and have the authority to discharge the Executive Director.
The Personnel Committee shall annually review the performance of the Executive Director.
The Executive Director shall be charged with carrying out the plans and policies of the Board, and shall be responsible for the administration of a central office in accordance with the standards established by the Board. The Executive Director shall work closely with the Executive Committee and all standing committees in the performance of their duties.
ARTICLE VII. AMENDMENTS
These By-Laws will be reviewed at least every two years, and may be altered, amended, or repealed in the following manner. The proposed amendment shall be introduced, read, and entered into the minutes of a regular or special meeting of the Board. Copies if the amendment shall then be sent to each Director at least 15 days before the next regular or special meeting, at which the Board will vote on the amendment. Finally, the amendment, in order to be adopted, must receive the vote of two-thirds of those Directors present and voting.