ByLaws of the organization:
The Permanente Medical Group Retired Physicians’ Association
(Revised June 1, 2007)
Article I Name
The name of the organization shall be The Permanente Medical Group Retired Physicians’ Association, hereafter called the “Association”.
Article II Not-for-Profit
The Association is not-for-profit. Any net earnings, including investment income will be used exclusively for charitable purposes. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, officers, or other private persons.
Article III Objectives
The objectives of the Association shall be to support The Permanente Medical Group; to provide a medium through which the retired physicians of TPMG may continue to contribute toward the strength and success of the entire Kaiser-Permanente medical care program; to work towards achieving social, intellectual and other non-financial benefits for the Association members; and do charitable works congruent with the mission of The Permanente Medical Group.
These objectives may be implemented through:
A. The establishment of a mechanism for sharing information of common interest to retired and active physicians.
B. The establishment of a liaison between the Association and the Board of Directors of TPMG.
C. The establishment of a) a continuing education program, b) consultative guidance to retirement activity, and c) other retirement benefits.
D. Continue as a resource for voluntary services, where such activities may be appropriate.
Article IV Relationship to TPMG
A. The members of the Association are governed by the retirement policies specified in the Policy Manual of TPMG.
B. The Association has established a physician liaison with the office of the Executive Director of TPMG, the purpose of which is to receive input and communicate on matters of concern and of special interest to the Association.
Article V Membership
A. Eligibility: Membership shall be open to physicians who have retired from TPMG. Newly retired physicians shall be admitted to membership immediately. Dues will not be assessed until the beginning of the next fiscal year.
B. Dues: Dues shall be established by vote of a quorum of the membership. The payment of dues is required for active membership.
C. Honorary membership: Honorary membership may be extended to any layperson or physician, now or formerly active in the Kaiser-Permanente medical entities, not otherwise eligible.
1. Honorary members do not pay dues, but will pay the costs of attending general meetings.
2. Honorary members will receive the newsletter.
3. Any active member of the association may submit the name of a nominee for honorary membership to the Governing Board, whose decision shall be final.
4. The spouses of deceased members of this Association and deceased active TPMG physicians shall be eligible for membership on the same terms as those prescribed for all other honorary members. The spouse will be invited by mail to become an honorary member.
Article VI Meeting of Members
A. General Meetings will be held on a periodic basis.
B. Notice of general meetings shall be made by mail no later than two weeks prior to the meeting date.
C. At general meetings twenty (20) active members shall constitute a quorum.
Article VII Officers
A. The officers of the Association shall consist of a president, a vice-president, a secretary and a treasurer.
B. Duties of Officers
1. The president shall preside at all meetings of the membership and the Governing Board. The president shall act as official spokesman for the Association or may delegate another officer to act in his/her place.
2. The principal duty of the vice-president shall be to assume the duty of the president in the event of the latter’s incapacity or absence and to assist the president.
3. The principal duty of the secretary shall be to keep proper records of the proceedings in the meetings of the Governing Board.
4. The principal duty of the treasurer shall be to keep the funds of the Association and proper records of its financial affairs. The treasurer may invest funds in excess of those needed for day-to-day business as directed by the Governing Board. This fund is to be maintained with a minimum of $7,500 on deposit. All members of the Governing Board shall be appropriately bonded.
C. Elections and Terms
1. The president, vice-president, secretary and treasurer shall be nominated by a nominating committee of the Governing Board and elected by a majority of members present at the last general meeting of each year. Other nominations may be made from the floor or may be submitted in writing prior to that meeting. At the first Governing Board meeting following that meeting the officers will appoint or re-appoint the other members of the Board for the ensuing calendar year.
2. The terms for all Association officers and elected members of the Governing Board are for one year. Any Association officer or elected member of the Governing Board may be re-elected to successive terms without limitation as to the number he/she may serve.
3. The vice-president and the secretary shall succeed in that order to the office of president in case of temporary inability of the president to function, and shall discharge the duties of the president in his/her absence. In the case of permanent vacancy of an office, an election at the next general meeting will be held to fill that office.
Article VIII Governing Board
A. The Governing Board shall consist of the officers of the Association plus three or more members selected by those officers. A maximum of fifteen (15) shall serve on the Board.
B. A quorum of the Governing Board shall consist of a majority of the total number of the Board.
C. Honorary members may serve as voting members on the Governing Board as well as hold office.
D. Powers of the Governing Board:
1. The Governing Board shall have the power to act for and on behalf of the membership between general membership meetings.
2. It shall establish all committees and appoint members thereto.
3. It shall establish the agenda for membership meetings.
4. The Board may release the names of members only to a member upon request. In order to protect privacy, addresses will not be given. The membership roll is to be used only for Association purposes.
E. The Governing Board may donate funds from the treasury to charities located in proximity to Northern California KP Medical Centers, which charities act to support the mission of the Permanente Medical Group.
Article IX Committees
A. The Governing Board shall be empowered to establish such committees as are necessary to conduct the business of the Association or appropriate to further its objectives.
B. The following committees may be established to serve as needed:
5. Charitable gifts
Article X Fiscal Year
The fiscal year of the Association shall be the calendar year.
Article XI Amendments
These by-laws may be amended by a resolution suggested by any active member and approved by the Governing Board and thereafter approved at a meeting of the Association by a majority vote of active members present and voting at said meeting. Notice of the proposed amendment shall be g.iven members of the Association in advance of the Association meeting.