At the May 21 Physician Connection, Executive Vice President Mike Ware presented information about several Bylaws changes being considered by the Board of Directors. The Board of Directors would like hear comments from the membership regarding these changes, and the new structure they propose. Please email email@example.com or call (719) 591-2424 to comment on these changes.
Bylaws updates under consideration are:
New member elections Delegate to staff, under Board-approved policy, to determine if a member meets eligibility requirements. Current process designed before medical boards, who are now vetting physicians. Current process unnecessarily increases EPCMS’s legal exposure and hurts CMS’s membership recruitment.
Membership Meetings Continue holding three membership meetings each year but require only one, and eliminate requirement that they be held in May and September. Change quorum requirement from 20 Active members to 5% of Active members. Gives the Board flexibility to act based on financial situation and member needs. Quorum change keeps requirement achievable while preventing a small group from hijacking efforts.
Elected Board positions Keep the current elected directors on the Board but make each position at-large seats with the Board electing its own officers. All terms will be two years. Size 5 to 7 at Board’s discretion. Current structure built for organization with only admin/clerical staff. Brings us in line with the best industry practices and appropriate to our business needs. Structure a hybrid of Carver’s Policy/Administrative and Policy/Governance models.
Officers Board elects its own officers. Chair (formerly President) and Treasurer required. Others elected at Board’s discretion. EVP serves as nonvoting Secretary and continues as a nonvoting Board member. Structure more appropriate for our level of expertise and models the best organizations in our industry. Provides Board flexibility to meet EPCMS’s needs. EVP already responsible for creating/maintaining corporate records.
Voting ex-officio Board positions Move voting ex-officio positions into a community stakeholder advisory body. This would be created under the Board’s committee creating authority, not written into the bylaws. CMS Board seats independent of EPCMS membership. Many voting ex-officio positions rarely participate but are given Board-level authority & responsibility and hurt our ability to get quorum. This is a more appropriate way to keep them engaged. CMS Board election eliminates a fiduciary conflict and makes the governance structure cleaner.
CMS Annual Meeting Delegates Empower Board to elect delegates and choose chair. Delegation Chair (formerly senior delegate) must be a sitting Board member. Changes term to one year. Makes the bylaws reflect current reality. Physicians won’t commit to a September meeting in the spring, though our bylaws require a May delegate election which then forces the Board to fill the vacancy. Requiring the chair to be a Board member ensures that the chair is already informed of EPCMS needs and issues.
Removal from office Add to current mechanism an option for the Board to remove a Board member. 2/3 majority of entire Board necessary. Allows the Board to remove officials for gross violations without needing to call a full membership meeting. Outlining 2/3 majority of the entire Board, not just quorum, ensures a high bar will need to be met.
Special Membership Meetings Change “president shall call” to “Board shall consider” a meeting if petitioned by five or more members Gives the Board flexibility in determining how to address the members’ concerns.
Board meeting dates Eliminate fourth Thursday of each month requirement Board meeting frequency should be dictated by organizational needs, not written into the bylaws
Nominating Committee Rename Board Development Committee, and restructure with a board member who would chair, fmr. Board member, and general member eligible for EPCMS voting privileges. Brings the process more in line with industry best practices.