Bylaws

Health Law Bylaws

Article I
Name

This section shall be known as the Health 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 council, 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 twenty-five dollars ($25) or as may be determined by the TBA from time to time, payable to the TBA in a form and manner as may be requested by the TBA in Nashville.  Those members of the TBA whose annual dues are paid in full in advance shall constitute the membership of the section and their names shall be included on the rolls 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 Council

§1 Duties

The section shall be governed by an executive council.  The executive council shall assist the Board of Governors in matters relating to the section and all other matters referred to the executive council by the Board of Governors.  The executive council 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 council shall consist of the chair, the vice chair and not more than twenty-five (25) other members elected by the membership of the section at its annual meeting.  Nominations for members of the executive council may be made by the executive council acting as a nominating committee or by nominations from section members and submitted for consideration to the executive council, which shall have the final decision as to such nominations.  Nominations shall be submitted to the executive council on or before August 1 of each year.  In making nominations, the executive council shall attempt to achieve an executive council membership that includes at least four (4) members from each of the three (3) Grand Divisions of the state.  Notwithstanding anything to the contrary in this section, in the event the executive council acting as a nominating committee, after reasonable efforts, has not identified sufficient members from each of the three (3) Grand Divisions of the state willing to serve on the executive council, then the executive council may nominate any member without regard to where such member resides in the state. 

The executive council may, but shall not be required to, nominate the maximum number of executive council members allowed by these bylaws for election by the membership of the section at each annual meeting of the section.  The executive council may, by a unanimous vote of those participating in a meeting where a quorum is present, throughout the year, in its discretion, make interim appointments to the executive council up to the maximum number allowed under these bylaws, and may fill any vacancies created on the executive council in the event that an executive council member elected by the members is no longer willing or able to serve.  Any and all persons serving on the executive council as an interim appointee or to fill a vacancy on the executive council must appear on the slate of nominees selected by the executive council acting as a nominating committee for election by the members at the next annual meeting of the section in order for such persons to continue to serve on the executive council.  Members of the executive council shall not receive compensation for services.

§3 Terms of Office

The members of the executive council shall continue in office until their successors are elected and assume office.

§4 Meetings

Meetings of the executive council may be called by the chair or by a majority of the members of the executive council.  Notice of such meetings may be provided by mail, telecommunication or by electronic mail to members of the executive council at least five (5) days prior to such meeting , which notice may be waived, and may be held in person and/or via telephone conference call (or such other electronic media whereby all participants can communicate with each other in real time).  At meetings of the executive council, the majority of its members shall constitute a quorum for the transaction of any business of the executive council.  Executive council members may participate in any meeting by or through the use of any means of communication by which all executive council members participating may simultaneously hear each other during the meeting, and participation by such means shall constitute being present at such meeting.

§5 Voting

Except as otherwise provided herein, the affirmative vote of a majority of executive council members participating at a meeting in which a quorum is present shall be required to approve any matter brought before the executive council for a vote. 

§6 Action by Consent

Any action by the executive council may be taken without a meeting if a written consent to such action is signed, or affirmative consent to such action is otherwise provided by electronic means, indicating approval of such action by the requisite number of affirmative votes of all the executive council members entitled to vote on such action, and such consent is filed with the records of the section.  Such consent shall be treated as a vote of the executive council for all purposes.

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.  One or more members of the TBA staff may perform the functions of the secretary/treasurer in lieu of one being elected by the section membership.  Officers of the section shall not receive compensation for services.  At each annual meeting of the section, each of the chair, vice chair and secretary/treasurer (if any) 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 (if any) 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 council may elect a successor to fill the unexpired term.  The chair shall preside at all meetings of the section and the executive council and shall administer the affairs of the section and council 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 (if any) or a TBA staff member shall keep minutes of meetings of the section and executive council and make suitable arrangements for annual meetings.  The secretary/treasurer (if any) or a TBA staff member 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.  The executive council, in its discretion, may fulfill the functions of these standing committees in lieu of appointing separate committee members.  In addition, the executive council 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 council may from time to time determine.

§3 Ad Hoc Committees

The chair shall have the power, without the need for executive council 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 council, 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 an annual section meeting at a time and place  determined by the executive council, and the section may also hold other meetings as may be called by the executive council with all such meetings requiring notice to be given to all members of the section at least twenty (20) days prior to any such meeting.  Notice of the meetings shall be given by electronic notification 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 (if any) of the section or the treasurer of the TBA for payment without having been approved by the chair or the secretary/treasurer (if any).

§3 Expenditure of Funds

The executive council 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 time by the affirmative vote of a majority of executive council members present and voting at a duly-constituted meeting of the executive council; or (2) at any annual meeting of the section consistent with the constitution and bylaws of the TBA by the affirmative vote of a majority of the members of the section present and voting at a duly-constituted meeting of the section members, provided that such proposed amendment shall have been, or shall be approved by the affirmative vote of a majority of the executive council members present and voting at a duly-constituted meeting of the executive council.  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 on January 18, 2014.