THE LOUISIANA GERIATRICS SOCIETY
-A NOT-for-PROFIT CORPORATION-
BYLAWS
ARTICLE I.
Name of the Organization Affiliation
The name and title of this organization shall be The Louisiana Geriatrics Society (the “Corporation”). The Corporation is a regional organization informally affiliated with the national organization of the American Geriatrics Society (AGS) but is not a branch or division of, or otherwise legally related to AGS.
Article II.
Purposes of the Corporation
The purpose of this Corporation shall be:
(1) To promote and maintain high standards of health care for the elderly and to advance the quality of episodic and long term institutional and non-institutional care.
(2) To assist in the education of medical students and physicians and other health care personnel in issues of particular concern regarding the health care of older persons and the aging process.
(3) To foster professional and public awareness concerning issues in geriatric medicine.
(4) To encourage and promote research in the broad field of geriatrics and gerontology.
(5) To serve as a forum for discussion of issues pertaining to geriatric medicine by concerned physicians and health professionals.
(6) To act as a resource to professional and lay organizations, government agencies, and community programs in the areas of care of older individuals.
(7) To foster the above objectives in cooperation with the American Geriatrics Society and to coordinate activities with professional societies and interested groups regarding issues in geriatrics.
(8) To conduct an annual and mid-year conference on geriatric and gerontological topics to enhance the awareness and care of older persons.
Article III.
Membership
Membership in this Corporation shall be open to any individual interested in the mission and activities of the Corporation. Membership in the Society shall be contingent upon current payment of annual dues. Dues shall be reviewed annually by the Officers, Education Coordinator, and the Board and a recommendation submitted to the membership at the annual meeting. Membership may be revoked by a majority of Board for due cause.
Article IV.
Meetings of the Corporation
Section 1. Annual Meeting. The Annual meeting of the members of the Society shall be held in conjunction with the annual conference or at a special time announced by the President and approved by the Board for the purposes of receiving the Annual Report of the Society, electing Board Members and Officers, hearing committee reports, and transacting such other business as may come before the meeting.
Section 2. Quarterly Meetings. The Board of Directors shall hold four quarterly meetings each year.
Section 3. Special Meetings. In addition to the Annual Meeting of the Corporation and Quarterly Meetings of the Board, special meetings of the Board may be called by the President, the President-Elect, or the Education Coordinator at least 14 days prior to the scheduled meeting date. Special meetings of the members of the Corporation may also be called upon written request by a majority of the Board or by ten percent of the members entitled to vote. Such a request shall specify the time, place, and purpose of the proposed meeting. Notification of such a meeting shall be at least 14 days prior to the scheduled meeting date.
Section 4. Meeting Notification. Written notice of the time and place of all quarterly and special meetings of the Board of Directors shall be given by electronic mail to each Board Member by the Secretary/Treasurer or in his or her absence, by any other Officer of the Corporation, not less than fourteen days before the meeting. Notice of the quarterly and special meetings shall also state the purpose of such meetings.
Section 5. Voting. Membership is required for being eligible to vote on matters that come before the Corporation. The record date for eligibility to vote at the annual meeting is membership held prior to the start of the meeting. The record date for the determination of members entitled to vote at a special meeting of members shall be the day before the official notice is given – fifteen days prior to the special meeting date.
Section 6. Quorum. Ten percent of the members entitled to vote, present in person or by proxy or electronic mail, shall constitute a quorum for the transaction of business at any duly called regular or special meeting of the members, but a lesser number may adjourn the meeting despite the absence of a quorum if permitted by applicable law.
Section 7 Annual Report. The Secretary/Treasurer of the Corporation shall present a State of the Society Report (‘Report”) at the Annual Meeting which shall contain, together with any information required by applicable law, the following:
(a) The assets and liabilities, including trust funds, of the Corporation as of the end of the most recent twelve month fiscal period.
(b) The principal changes in assets and liabilities, including trust funds, during said fiscal period.
(c) The revenue/ receipts of the Corporation both unrestricted and restricted to particular purposes, during said fiscal period.
(d) The expenses or disbursements of the Corporation, for both general and restricted purposes during fiscal period.
(e) The number of members of the Corporation as of the Report as of the date of the previous Annual Report.
Article V.
Board of Directors
Section 1. Management. The management of the Society shall be vested in the Education Coordinator with approval of the Board of Directors (Board), subject, however, to requirements of the By-Laws of the Society or contained in any resolution adopted by the Society’s Board, or which shall be necessary for the Society to be designated as a State Affiliate of AGS.
Section 2. Number of Directors. The number of Directors which shall constitute the whole Board shall be six (6). The initial Board of Directors to be designated in the certificate of incorporation or elected by the incorporators shall consist of six (6) Directors. Only Members of the Corporation shall be eligible for election to the Board of Directors. Directors shall serve three-year staggered terms in order to maintain continuity in the Corporation’s mission.
Section 4. Election of the Board of Directors. Directors and shall be elected by a majority vote of the membership present at its Annual Meeting from a list of nominees prepared by a nominations committee within the Board of Directors. Nothing shall prevent the membership from nominating additional candidates for Directors or Officers from the floor at the Annual Meeting of the Corporation. Only Members of the Corporation shall be eligible for election to the Board of Directors In the event there is a cancellation of the Annual Meeting of the Corporation, the election of new Board members may be completed by an electronic vote conducted by the President and the Secretary/Treasurer. Directors may not be re-elected to serve consecutive terms.
Section 5. Termination of Board of Directors A Director or who misses two consecutive unexcused quarterly teleconference meetings or the annual meeting shall be asked to resign his or her position on the Board.
Section 6 Resignations. Any Director may resign at any time by written notice to the Executive Director and Secretary/Treasurer.
Section 7. Vacancies. Vacancies due to resignations or termination in the Board of Directors shall be filled at the next annual meeting as per Category V, section 4. The Director shall serve the remaining term of the person he or she is replacing.
Section 8. . Quorum. At the meetings of the Board of Directors, four Directors shall constitute a quorum for the transaction of business.
Article VI.
Officers
Section 1. Principal Officers. The three Principal Officers of the Corporation shall be the President, a President-Elect, and a Secretary/Treasurer. The officers shall serve as ex-officio members of the Board and only the President or President-elect, if he or she is representing the President, may vote in case of a tie vote among Board members or of the membership. Officers shall serve a two-year term and may not be re-elected to fill consecutive terms of the same office. The President-Elect, in the year after the President’s completion of office, shall automatically succeed to the office of President.
Section 2. . Officer Election: The initial Principal Officers shall be elected by the initial Board of Directors. Thereafter, the Principal Officers of the Corporation shall be elected by a majority vote of the membership present at the Annual Meeting from a list of nominees prepared by a nominations committee. Nothing shall prevent the membership from nominating additional candidates for Directors or Officers from the floor at the Annual Meeting Corporation. Only Members of the Corporation shall be eligible to serve as Principal Officers. In the event there is a cancellation of the Annual Meeting of the Corporation, the Principal Officers, whose terms were to expire, shall serve until a mailed ballot is sent to members and the the Secretary/Treasurer and the President certify a quorum vote.
Section 3. Compensation. No Board Members, or Principal Officers of the Society shall receive any salary compensation for services rendered. Officers shall receive reimbursements for those activities related to carrying out their respective officer functions and conference expenses as defined in Article VIII, Financial Policies and Procedures.
Section 4. Resignation. Any Officer may resign at any time by written notice to the Education Coordinator of the Corporation.
Section 5. Removal. Any Officer of the Corporation may be removed for cause, after an appropriate hearing by a committee appointed by the President and by the affirmative vote of no less than three-fourths of the whole Board of Directors whenever, in their judgment, the best interests of the Corporation will be served thereby.
Section 6. Vacancies. The Board of Directors may fill any vacancies which may occur in any office until the next Annual Meeting of the Members of the Corporation. In case he or she deems it necessary or advisable, the President may appoint persons to fill vacancies until the Board of Directors or the Membership has had an opportunity to fill such vacancy.
Section 7. The President. The President shall serve as chairman of the Board, shall preside at all meetings of the Board and the Annual Meeting of the members of the Society, monitor ongoing activities with the Society, appoint members of all standing and temporary committees, appoint representatives of the Society to special state, regional, or national committees, have online access to the Society’s funds, co-sign applicable CEU/Participant certificates with the Education Coordinator, and perform other duties as assigned by the Board. In the event of a vacancy in the office of President, or during his or her absence, or his or her inability to act, his or her duties shall devolve upon the President-Elect.
Section 8. The President-Elect. The President-Elect shall maintain the by-laws of the Society, serve with the Education Coordinator for making local arrangements for the annual conference, enlist exhibitors for the annual conference, serve in the absence of the President, have online access to the Society’s funds, and assume other tasks assigned by the President or the Board. In the event of a vacancy in the office of President-Elect, or during his or her absence or his or her inability to act, his or her duties and powers shall devolve upon the Secretary/Treasurer until the vacancy is filled.
Section 9. The Secretary/Treasurer. The Secretary/Treasurer, shall monitor the deposit and expenses of all Corporate funds in the Corporate name in such banks and trust companies as approved by the Board of Directors shall , have online access to the Society’s bank account, maintain a financial balance sheet on all Society funds, oversee the preparation of the annual Federal Income Tax, provide a financial report at the quarterly meetings of the Board and annual meeting of the Society, shall keep a written record of the proceedings of the quarterly Board meetings and the Annual Meetings of the members , receive written minutes of all standing and special appointed committees, shall give electronic notice of all Board and membership meetings and perform other duties as assigned by the Board.
Section 10. Other Officers. The Board of Directors may from time to time appoint such other officers from among the Members of the Corporation as it may deem advisable to assist the Principal Officers in the performance of their duties of the Corporation.
Article VII
Ex-Officio Positions
Section 1. The Society shall include three ex-officio positions: Education Coordinator, Nursing Advisor, and Webmaster. These positions shall be evaluated annually by the Officers and the evaluation presented to the Board and shall serve at the discretion of the Officers with the approval of the Board. The Board may combine duties of these positions or establish new positions with a clearly written job description and a vote of three-fourths of the Board.
Section 1. Education Coordinator . This Education Coordinator shall be responsible for the formal planning of the annual conference, leading the education committee in securing speakers for the annual and mid-year conference, collect and prepare all documents related to securing continuing education/contact hours credit for the conferences, prepare all announcements about the mid-year and annual conferences, prepare handouts for each conference, and perform other duties as may be necessary for a successful conference.
Section 2. Nursing Advisor. The Nursing Advisor shall be responsible for securing relevant documents for securing nursing and PharmD credits from the appropriate agencies, monitoring participant attendance as required by the accrediting agencies and preparing and distributing related certificates.
Section 3. Webmaster. The webmaster shall maintain the Society’s website and solicit information from the membership for posting information on the website. Because of the technical skills required for this position, this position will be recruited from the membership and selected by the Officers and approved by the Board.
Article VIII
Financial Policies and Procedures
Section 1. Financial Management: The secretary treasurer shall maintain the Society’s financial records, shall process all deposits and expenses, and may be a single signer on checks of $500.00 or less with appropriate receipts. Checks over $500.00 or more will require two signatures—Secretary/Treasurer and either the President or Education Coordinator.
Section 2. Access to Financial Documents: The Principle Officers and the Education Coordinator shall have online access to the Society’s financial accounts.
Section 3. Compensation: The Principle Officers of the Society and Nursing Advisor shall receive free annual conference registration and be reimbursed for up to two nights lodging for the annual conference (at the conference rate) and round-trip travel (mileage at the approved conference rate) and related meals with original receipts(excluding alcoholic beverages) to attend the annual conference. The Education Coordinator shall receive financial support and related expenses as defined in the Education Coordinator position job description as presented in Exhibit A. The Webmaster may receive free conference registration.
Section 5. Reimbursement Policy: The Board shall establish a travel reimbursement policy for the Society which shall be attached as Exhibit B.
Article IX
Committees
Section 2. Education Program Committee. The Education Program Committee shall consist of the Education Coordinator, the President, the Nursing Advisor, and a least three members at large representing different professional organizations appointed by the President. The Education Program Committee shall be responsible for assisting the Education Coordinator for identifying and enlisting prospective conference speakers and securing educational grants to support the annual conference and/or sponsorships for special topic events.
Nominating Committee: The Nominating Committee shall consist of three members appointed by the President. Their primary purpose is to recommend officers and Board members to fill upcoming vacancies for the following year. They shall submit their recommendations (name and short bio sketch) by November of each year so the President can submit it to the Board for review and approval, then to the membership by e-mail for a vote by the first of December.
Section 4. Other Committees. The Board, or President may from time to time appoint such other committees from among the members of the Corporation as they may deem advisable or appropriate to advise and assist the Directors and officers in the management, direction, and supervision of the various activities of the Society.
Article X.
Fiscal Year
The Fiscal Year of the Corporation shall begin on the 1st of January and end on the 31st of December each year.
Article XI.
Amendments
Article XI
Amendments
The Board of the Society may, by an affirmative vote of not less than two-thirds of the whole Board, amend these By-Laws at any Annual or Special Meeting of the Board.. Amendments may be proposed by any Board Member or member of the Society and shall be proposed in a writing delivered to the Secretary/Treasurer and, except for those made from the floor of the annual meeting. Any amendments shall be distributed to the Board Members by electronic mail. Any Amendment approved by the Board shall be posted in the Society’s Newsletter which is distributed to all member of the Society, either electronically or printed version.
Article XII
Indemnification
The Corporation shall indemnify, to the fullest extent provided by-law, each of the Directors and Officers of the Corporation, made or threatened to be made a party to any action or proceeding as a result of his or her service in such capacity, or his or her service at the request of the Corporation in any capacity on behalf of any other Corporation, trust, partnership, joint venture, employee benefit plan or other enterprise or in connection with any other activity performed at the request of the Corporation, against any claim, judgment, settlement, or fine related to such action or proceeding, and any appeal therein, and reasonable expenses including reasonable attorneys’ fees relating thereto, provided that with respect to any act performed by such Director or Officer relating to any such action or proceeding he or she acted in good faith for a purpose which he or she reasonably believed to be in, or with respect to service at the request of the Corporation for any other corporation, trust partnership, joint venture, employee benefit plan or other enterprise or in connection with any other activity performed at the request of the Corporation, not opposed to, the best interests of the Corporation and, in any criminal action or proceeding, had no reasonable cause to believe that his or her action was unlawful.
Exhibit A
Duties/Responsibilities of the Education Coordinator
Louisiana Geriatrics Society
Line of authority: This person would report to the President and maintain open communication with all officers and ex-officio officers.
Duties: All duties related to this position are for preparing for and wrapping up the annual conference
1) Work with the Education Committee to develop a list of potential speakers for the annual conference.
2) Enlist speakers for the conference
3) Develop a proposed conference schedule for review by the officers, education committee, and all confirmed speakers.
4) Secure two to three objectives, biographical data, and conflict of interest form from each speaker for continuing education/contact hour credit applications from professional associations
5) Develop a conference brochure for approval by the Education Committee
6) Work with officers and Education Committee to secure names of potential sponsorship for special topic speakers or special topic presentations
7) Obtain signed speaker agreement forms from each speaker outlining speaker presentation time, due dates for presentation documents, speaker fees, hotel information, and any other applicable reimbursements
8) Initiate a series of poster sessions to attract graduate students and interns
9) Secure bids for printing of conference brochure
10) Secure non-profit bulk mail permit and related bulk mail documents
11) Secure the mailing labels for the distribution of the conference announcement from the respective professional associations
12) Prepare the conference brochure for distribution – stuff envelopes, apply labels, and zip order envelopes for bulk mailing
13) Apply for CME credit, providing all necessary paperwork and fees, to AMDA, AAFP, ANHA and complete application for
14) Secure related documents from speakers by the required due dates for the nurse consultant to prepare the contact hour application for nurses and NPs
15) Apply for social work and nursing home administrator CEU/contact hour credit
16) Apply for educational unrestricted grants either online or by mail to pharmaceutical and medical equipment companies
17) Monitor the solicitation of pharmaceutical companies, medical service providers, publishing companies, and equipment companies to exhibit at conferences and assignment of exhibit space
18) Prepare an introduction for each speaker for the President to use in introducing speakers at the conference
19) Secure two hard copies of each speakers final presentation document 30 days prior to the conference and an electronic version one week prior to the conference
20) Get any special audio-visual needs from speakers to the President-elect
21) Enlist the New Orleans Tourist Bureau to prepare pre-registrants name tags.
22) Oversee the preparation of daily sign-in and sign-out sheets by the nursing consultant and the Sec/Treasurer for all other professional categories
23) Duplicate all handouts received from speakers for distribution to conference participants
24) Create speaker and conference evaluation forms applicable to each professional group representation
25) After the meetings, send thank-you letters to speakers
26) Prepare documentation of speakers honorarium and other applicable reimbursements for the Sec/Treasurer for payment
27) Monitor the payments of exhibitors and special event sponsors to the Sec/Treasurer
28) Distribute speaker/conference evaluation forms to members of the Education Committee for tabulation and preparation of a summary report
29) Prepare CME/CEU/Contact Hour/Participant certificates for each attendee requesting credit per professional association requirements
30) Distribute the CME/CEU/Contact Hour/Participant Certificates to the conference attendees.
31) Work with the President-Elect in securing hotel for the next annual conference.
32) Begin the process of developing a list of potential speakers for the next year’s conference
Exhibit B
LGS Travel Policy (4/1/2012)
1. Long distance mileage/airline reimbursement: Officers, ex-officio personnel, and conference speakers (except those sponsored by a corporation) may be reimbursed for long distance travel using either airfare or 50 cents per mile, whichever is less. Air travel will not be reimbursed at the first class travel rate. Only Coach/Economy rates may be requested. Mileage reimbursement will be based on Google map distance from starting point to conference hotel and return.
2. Local Travel: Local travel by officers, ex-officio personnel, and conference speakers may be reimbursed at the rate of 50 cents per mile with submission of a detailed odometer record noting place of starting point and place of ending point along with interim stops to original starting location.
3. Shuttle Service: Reimbursement for shuttle service from an airport to hotel and/or hotel to airport will be upon receipt using standard shuttle or cab service. Private or group limo travel will not be reimbursed except at the standard shuttle service rate.
4. Meals: Reimbursement for meals will be based on the following time tables and meal classifications with a receipt – including tip and tax. There will be no reimbursement for alcohol beverages or room service meals.
Breakfast: Travel begins before 7:00 AM -- up to $9.00
Lunch: Travel begins before 11:00 AM – up to $15.00
Dinner: Travel begins before 2:00 PM and extends beyond 7:00 – up to $25.00
Meals may not be reimbursed for local travel; only travel to approved conferences, assigned meetings or conferences assigned by the President, and special Board meetings called by the President.
5. Lodging: Speakers will be reimbursed for up to one night of lodging at the conference rate plus applicable taxes per night. LGS officials eligible for lodging reimbursement may be reimbursed for lodging as defined in the By-Laws. All personnel will be responsible for any added charges when making a reservation after the special conference rate deadline cutoff and for incidental charges made to the room – safe, in-room food service, movies, etc.
4. Speaker Honorarium: Conference speakers will receive one free day of parking and may choose one of the following:
Payment of a speaker honorarium of $200.00 per instructional session
Receive free conference registration in lieu of receiving a speaker honorarium
Waive receipt of a speaker honorarium and free conference registration