Bylaws

Article I
Name

This section shall be known as the Health Care Law Section of the Tennessee Bar Association (TBA), hereinafter referred to as the “section.”

Article II
Purposes

The purposes of the section shall be:

(a) to further the knowledge of the members of the section in federal, state and local law pertaining to the provision of health care services and the operation of health care facilities,

(b) to increase the skill of its members through the dissemination of information and material on subjects of mutual interest and concern and to provide for a medium through which the members may cooperate, encourage and assist each other in the solution of problems common to the practice of law in such field to the mutual benefit and improvement of the members of the section,

(c) to assist in the formulation, administration and implementation  of programs, forums, and other activities for the education of the members of the section and others in such field,

(d) to act upon all matters germane to its purposes as so described or referred to it by the TBA Board of Governors, and

(e) to make recommendations to the Board of Governors.

The purpose of this section shall be accomplished through its executive committee, officers and committees by utilizing publications, meetings, seminars, projects and other suitable means to this end, thereby promoting the objects of the TBA and the membership thereof.

Article III
Membership and Dues

§1 Membership

Any member of the TBA, upon proper application accompanied by advance payment of annual dues for the current year shall be enrolled as a member of the section.  The term of the membership in the section shall be concurrent with membership in the TBA and shall be renewed annually.

§2 Dues
The annual dues of this section shall be $20 payable to the TBA at its headquarters at Nashville.  Annual dues shall be paid in advance and are payable on the first day of July of each year for the 12-month period beginning on that date.  The name of any person whose annual dues shall be more than 6 months past due shall be dropped from the roles of the section.  Those members of the TBA whose names are carried on the roles of the section and whose annual dues are paid in full in advance shall constitute the membership of the section.  All funds so collected shall be deposited to the general operating funds of the TBA and the accumulation of these funds shall be used solely for the activities of the section.  The expenditure of these funds shall be subject to approval by the TBA Board of Governors.

Article IV
Executive Committee

§1 Duties
The section shall be governed by an executive committee.  The executive committee shall assist the Board of Governors in matters relating to the section and all other matters referred to the executive committee by the Board of Governors.  The executive committee shall supervise and direct the affairs and policies of the section, subject to and in accordance with these bylaws, policies of the Board of Governors and the rules and regulations of the TBA.

§2 Members
The executive committee shall consist of the chair, the vice chair and not more than eleven other members elected by the membership of the section at its annual meeting.  Nominations for members of the executive committee may be made by the executive committee acting as a nominating committee or by petition signed by at least 30 members of the section and submitted for consideration to the executive committee, which shall have the final decision as to such nomination.  Petitions for such nominations shall be submitted to the executive committee on or before August 1 of each year.  In making nominations, the executive committee shall attempt to achieve an executive committee membership that includes at least two members from each of the three Grand Divisions of the state.  Notwithstanding anything to the contrary in this section, in the event the executive committee acting as a nominating committee, after reasonable efforts, has not identified sufficient members from each of the three Grand Divisions of the state willing to serve on the executive committee, then the executive committee may nominate any member without regard to where such member resides in the state.  Members of the executive committee shall not receive compensation for services.

§3 Terms of Office
The members of the executive committee shall continue in office until their successors are elected and assume office.

§4 Meetings
Meetings of the executive committee may be called by the chair or by a majority of the members of the executive committee.  Written notice of such meetings shall be mailed to members of the executive committee at least 10 days prior to such meeting or shall be given by telephone at least two days prior to such meeting.  At meetings of the executive committee, the majority of its members shall constitute a quorum for the transaction of any business of the committee.

Article V
Officers

§1 Officers
The officers of the section shall be a chair, vice chair, who shall also be the chair elect, and a secretary/treasurer.  Officers of the section shall not receive compensation for services.  The Board of Governors shall appoint the initial chair.  Thereafter, at each annual meeting of the section commencing with the section’s annual meeting in June 1990, each of the vice chair and secretary/treasurer shall be elected by a majority of the votes cast for each respective office by those present in person at the annual meeting. The newly elected chair, vice chair, and secretary/treasurer shall assume the duties of their respective offices on the last day of the annual meeting of the TBA following their election, and shall continue in office until their successors are elected and assume office.

In the event of vacancy among the officers, the executive committee may elect a successor to fill the unexpired term.  The chair shall preside at all meetings of the section and the executive committee and shall administer the affairs of the section and committee subject to and in accordance with the rules and regulations of the TBA and policies of the Board of Governors, and these bylaws.

The vice chair shall perform all the duties of the chair during the latter’s absences or inability to act, and when so acting shall have all the powers of the chair and be subject to all the restrictions upon the chair.  The vice chair shall succeed to the office of chair, being deemed to have been elected to such office at the annual meeting immediately following that at which such person is elected to the office of vice chair.

The secretary/treasurer shall keep minutes of meetings of the section and executive committee and make suitable arrangements for annual meetings.  The secretary/treasurer shall see to the publication of the appropriate notices of all meetings.

Article VI
Committees

§1 Standing Committees
There shall be a Continuing Legal Education Committee and a Newsletter Committee.  In addition, the executive committee shall have the power to create other standing committees from time to time.

§2 Officers
Each standing committee shall have a chairperson and such other officers as may be required who shall be selected by, and serve at the pleasure of, the chair of the section.  Such officers shall have such powers and duties as the executive committee may from time to time determine.

§3 Ad Hoc Committees
The chair shall have the power, without the need for executive committee approval, to appoint such ad hoc committees as are necessary for the purpose of furthering the objectives of the section.

§4 Members of the Committees
The members of the standing and ad hoc committees shall be selected from the members of the section.  The executive committee, may, on recommendation of any standing or ad hoc committee, remove or replace any committee member who shall fail to attend three consecutive committee meetings.

Article VII
Meetings

§1 Meetings and Notices
There shall be a section meeting at the time and place of the annual meeting of the TBA.  The section may also hold such other meetings as may be called by the executive committee upon notice given to any such members of the section at least 20 days prior to any such meeting.  Notice of the meetings shall be given by mail or in an official publication of the TBA.

§2 Quorum
The members of the section present at any meeting shall constitute a quorum for the transaction of business.

§3 Vote
All binding action of the section shall be by majority vote of the members present.

Article VIII
Fiscal Matters and Reports

§1 Fiscal Year
The fiscal year of the section shall be the same as that of the TBA.

§2 Disbursements
No invoice, statement, or other evidence of expenditure on behalf of the section shall be forwarded to the secretary/treasurer of the section or the treasurer of the TBA for payment without having been approved by the chair or the secretary/treasurer.

§3 Expenditure of Funds
The executive committee shall determine and approve expenditure of funds in furtherance of its activities consistent with these bylaws and constitution of the TBA, provided, however, that no expenditures of funds in excess of those actually on hand may be made nor may any such expenditure obligate the TBA in any financial matter.

§4 Annual Report
An annual report of the activities of this section shall be submitted to the Board of Governors and the president of the TBA.  In addition, such other reports as may be requested by the Board of Governors or the president of the TBA will be submitted in a timely manner.

Article IX
Miscellaneous Provisions

§1 Tennessee Bar Association

No action of the section shall become effective as the action of the TBA until it is approved by the TBA.  Any resolution adopted or action taken by the section shall be reported by the chair to the governing body of the TBA or to the annual meeting of the TBA for action thereon.  All programs, procedures and policies of the section shall be subject to the approval of the Board of Governors of the TBA.

§2 Publications
The Newsletter Committee shall determine and provide for the publica-tion and distribution of a newsletter or other publications of the section in the furtherance of its objectives.

§3 Continuing Legal Education
All continuing legal education programs, except such publications as the section may be authorized to publish, shall be conducted in consultation with the Continuing Legal Education Committee of the TBA in order that the TBA may continue to coordinate continuing legal education programs so as to provide the greatest possible benefit to all members of the TBA.

§4 Amendment
These bylaws may be amended (1) at any annual meeting of the section consistent with the constitution and bylaws of the TBA by a majority vote of the members of the section present and voting, provided that such proposed amendment shall have been, or shall be approved by a majority of the executive committee; or (2) by majority vote of the executive committee at any time.  Such amendments shall be presented for approval to the board of governors of the TBA and no amendment so adopted shall be effective until so approved.

§5 Authentication
These Bylaws were approved by the TBA Board of Governors.