MIDWEST CHAPTER
OF THE
NATIONAL ASSOCIATION OF GERIATRIC CARE MANAGERS

BYLAWS

Approved 09/11/98
Revised 03/31/98
Revised 04/27/02
Revised 09/18/03
Revised 11/05 Mail Vote
Revised 8/2/07

ARTICLE 1

NAME
(throughout the document GCM has been changed to NAPGCM to be consistent with National standards)

The name of this organization shall be the Midwest Chapter of the National Association of Professional Geriatric Care Managers (MC). It shall be a chapter of the National Association of Professional Geriatric Care Managers (NAPGCM). It shall include, but not be limited to NAPGCM members from the Midwest states: Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota and Wisconsin. This organization is incorporated in the State of Missouri as a not-for-profit organization.

ARTICLE 2

PURPOSE

MC is an Association whose purpose is to assist its members in the development, advancement and promotion of humane and dignified social, psychological and health care for the elderly and their families through assessment, counseling, treatment and the delivery of concrete services by qualified providers. MC is committed to assuring the highest quality of care for the elderly and their families through counseling, education, advocacy and standards of practice. The function of MC shall be harmonious with NAPGCM, subscribing to the same ethical standards and purpose, informing the National Association of their concerns and programs.

ARTICLE 3

MEMBERSHIP

Section 1. Organization. MC shall consist of individual persons who fulfill the membership requirements of NAPGCM and are current in chapter membership dues. All Chapter members shall be members of NAPGCM.

Section 2. Category of Membership. MC shall follow guidelines established by the National Association of Professional Geriatric Care Managers.

Section 3. Transfer of Membership. Membership in MC is not transferable.

Section 4. Termination of Membership. The Board of Directors of MC may suspend or expel a member for cause upon a 2/3 vote of the total Board.

Section 5. Membership Rights and Duties. Subject to the other provisions of these bylaws, all members have equal rights and duties except that only members in the Care Manager Category shall have the right to vote and hold elected office. (to be consistent with changes in the National By-laws).

ARTICLE 4

DUES

Section 1. All MC members shall pay membership dues annually to conform to the calendar year. Dues are payable on January 1 of each year. Dues will be collected by NAPGCM and reimbursed to the Chapter.

Section 2. Change in Dues. The amount of the annual dues may be changed at an annual meeting, by majority vote of those present, or by mail vote of a majority of the voting membership.

Section 3. The dues change shall become effective on January 1 of the following year and shall apply to members at the time of renewal.

ARTICLE 5

REGIONAL UNITS
(To be consistent with National standards these sub-groups of the Chapter will be called Units)

Section 1. Units may be formed with the formal consent of the Chapter Board. Units are comprised of MC Members within a specific regional area of the Chapter.

Section 2. The purposes of said Unit; are to facilitate networking, provide a forum for clinical presentations and promote local marketing of care management service.

Section 3. All participants in the Unit shall be members of MC and NAPGCM. As such, the participants accept all standards and ethics as set forth by NAPGCM.

Section 4. A percentage of dues paid by Unit participants to the Chapter will be returned to the Unit to conduct activities and projects. This amount will be determined annually by the Chapter Board. All monies raised or received by the Unit shall be used for the benefit of the Unit. The Treasurer of the Chapter shall be responsible for all financial transactions and the administration of designated Unit funds.

Section 5. The President of MC, or a designated Board Member, agree to mediate any disputes that arise between Unit participants. Grievance against specific members shall be referred to NAPGCM according to grievance procedures that are established by NAPGCM

Section 6. The Unit may initiate marketing efforts and continuing education in accordance with NAPGCM standards without prior approval of the Chapter Board. The Unit shall provide a report at the annual meeting of the Chapter regarding Unit activities.

Section 7. The Unit shall have representation on the Chapter Board. There shall be a Chapter Board liaison responsible to each Unit.

ARTICLE 6

BUDGET AND FINANCE

Section 1. The fiscal year of MC conforms to the fiscal year of NAPGCM, January 1 to December 31.

Section 2. No members or officers shall receive compensation for her/his services on behalf of MC.

Section 3. Officers and committee persons may be reimbursed only for reasonable expenses incurred in carrying out the business of MC with the prior approval of the Executive Board in accordance with the policies established by the Board of NAPGCM.

Section 4. The Board shall adopt an annual budget for MC based on the recommendations of the Treasurer and finance committee. The Treasurer shall have overall responsibility for the financial affairs of MC.

Section 5. MC may receive income from other sources including contributions and grants for special purposes with prior approval of the Executive Committee to the extent permitted by the law as not-for-profit status.

ARTICLE 7

BOARD OF DIRECTORS

Section 1. Powers: The Board shall have general power to control and manage the affairs and property of MC in accordance with the purposes and limitations set forth in the Bylaws.

Section 2. Composition. The Board shall be composed of the elected officers, and a minimum of two members-at-large to reflect proportionately the geographic distribution of MC where possible. The number of directors shall be not less than seven (7).

Section 3. Tenure. The terms of the members of the Board shall be two years and shall be arranged in such a way that no more than one-half of the terms expire at any one time. A member of the Board shall serve no more that three consecutive two (2) year terms.

Section 4. Removal. Any director may be removed for cause by a vote of a majority of the directors then in office at any special meeting of the Board called for that purpose, provided the members of the Board shall be given 30 days notice that such matter is to be presented. A Director who is no longer a member in good standing, or who misses three consecutive meetings, unless excused by the President, shall be automatically removed. That person may be reinstated by a vote of a majority of the directors, then in office, for good cause shown.

Section 5. Resignation. Any director may resign from office at any time by delivering a letter of resignation to the Board. The acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.

Section 6. Meetings. There shall be a minimum of two meetings of the Board each year. One Board meeting shall be held in conjunction with the Annual membership meeting of MC. Minutes from each meeting shall be available to members of MC following each meeting. Additional meetings or conference telephone calls shall be held as necessary when called by the President of MC with 10 days notice.

Section 7. Quorum. A simple majority of the directors then in office shall constitute a quorum for the transaction of business at any Board meeting.

Section 8. Action by the Board. The vote of a majority of the participating directors, at any meeting of the Board at which a quorum is present shall be the act of the Board. A telephone conference, allowing all persons participating in the meeting to hear each other, at the same time, shall constitute a valid meeting of the Board. When a decision is needed between meetings of the Board of Directors, voting may be conducted by mail (regular or electronic), fax, or telecommunication.

Section 9. Committees of the Board. The Executive Committee shall act in behalf of the Board during intervals between Board meetings within the limitations given them by the Board. The Executive Committee shall consist of the elected officers of MC. All members of the Executive Committee must participate in order to conduct business.

ARTICLE 8

OFFICERS
(At its Retreat in May 2007, the Board agreed to recommend adding the office of President-Elect, for a one year term. This is consistent with the National Board structure and would help prepare the individual to assume the role of President).

Section 1. Executive Committee. The Officers shall consist of the President, President-Elect, Vice-President, Secretary, Treasurer, and Immediate Past President. These Officers shall comprise the Executive Committee, with the Immediate Past President serving as a non-voting member of the Executive Committee. (this is consistent with Section 4 below, “The Immediate Past President shall serve in an advisory capacity.”

Section 2. Election. The Officers shall be elected by a simple majority of the votes cast (to make this is consistent with Article 11, Section 5)

Section 3. Terms of Office. Officers shall be elected for a term of two years and can be reelected to the same office once, except for the President-Elect who will serve for a one year term prior to ascending to the Office of President. The President and Treasurer shall assume office on January 1 of odd numbered years. The President-Elect, Vice President and Secretary shall assume office on January 1 of even numbered years.

Section 4. Duties

President: The President shall be the presiding officer at MC and ex-officio member of all committees except the Nominating Committee. With the approval of the Board, the President has the authority to appoint and change committee chairpersons.

The President is the official spokesperson for the Board and MC. The President or a designated member of the Executive Board shall be empowered to sign any contracts, checks, agreements or legal documents, and has the authority to sign all correspondence or documents written in the name of MC and to act for MC on all matters subject to the limits of the Bylaws.

President-Elect. The President-Elect shall ascend to the position of President at the end of his/her one year term. In the event the President cannot fulfill his/her term the President-Elect shall assume the duties of President. The President-Elect shall carry out assignments designated by the President and/or Board.

Vice-President. The Vice-President is empowered to assume the duties of the President or the President-Elect, should the President or the President-Elect be unable to fulfill same. The Vice-President shall carry out assignments designated by the President and/or the Board.

Secretary: The Secretary shall keep a written record of the meetings of the Board, the Executive Committee, and meetings of MC and shall perform all other duties incident to the office or designated by the President or Board.

Treasurer: The Treasurer shall serve as the official custodian of the funds of MC and, as such, shall place the funds in financial institutions designated by the Board. The Treasurer shall maintain an accurate and current account of MC monies and shall make not less than semi-annual written reports to the Board. The Treasurer shall be the chairperson of the Finance Committee and shall assume any other duties designated by the Board of Directors.

Immediate Past-President: The Immediate Past President shall serve in an advisory capacity to the Board of Directors. The individual shall attend all meetings of the Board.

ARTICLE 9

POSITIONS ON LEGISLATIVE ISSUES

A philosophical, ethical, advocacy or MC position on legislative issues in the name of NAPGCM can be taken only with the approval of the Board of Directors of MC and NAPGCM.

ARTICLE 10

COMMITTEES

Section 1. Standing Committees. The following shall constitute standing committees of MC: Finance, Nominating, and Membership. The president, with the approval of the board shall appoint the chairperson of the standing committee with the exception of the Finance Committee. The treasurer shall serve as chairperson of the Finance Committee.

Section 2. Ad Hoc Committees. The Board shall establish Ad Hoc Committees when necessary. The President, with the approval of the Board, shall appoint a chairperson for each Ad Hoc Committee.

ARTICLE 11

NOMINATIONS AND ELECTIONS

Section 1. The Nominating Committee of not less than three or more than five members, with an attempt to reflect the geographic distribution of MC, shall be appointed by the President with the approval of the Board. The nominating committee shall serve for a one-year term.

Section 2. Nominations. The Nominating Committee shall solicit suggestions from the membership through Chapter Newsletters and/or a membership meeting for nominations for officers and members of the Board of Directors, reflecting the geographic distribution of MC membership as much as possible.

Section 3. The Nominating Committee shall present nominees in writing to the members, at least thirty (30) days prior to the mailing of the ballot. If possible, a slate of more than one nomination will be presented for each vacancy.

Section 4. Vacancy on the Slate. In the event of a vacancy on the slate between the last regular meeting of the Nominating Committee and the election, the Committee Chairperson, with the approval of the majority of the Nominating Committee, shall appoint a member to fill the vacancy.

Section 5. Elections. Elections will be by written ballot mailed to members in the care manager category. Write-in candidates may be added. A simple majority of the votes cast will determine the election. The results of the election shall be reported by the Nominating Committee and published in the newsletter.

Section 6. Vacancies on the Board. If before the expiration of the term for which elected, a director dies, resigns, is removed, or becomes disqualified, the Executive Committee may appoint a replacement to fill the unexpired term.

ARTICLE 12

MEETINGS

Section 1. There shall be an annual meeting of MC for addressing the business of MC, and for furthering the goals and objectives of NAPGCM.

Section 2. The annual meeting of MC shall take place each year at the time and location designated by the Board.

Section 3. Members shall receive written notification of the Annual Meeting at least sixty (60) days in advance of the meeting.

Section 4. Special meetings may be called by the President and/or Board of Directors.

ARTICLE 13

PARLIAMENTARY AUTHORITY

The rules contained in Robert's Rules of Order, Newly Revised Edition, shall govern MC.

ARTICLE 14

QUORUM

A simple majority of the Board of Directors shall constitute a quorum. A quorum at any meeting of MC shall consist of ten percent (10%) of voting members in order to conduct business. When a mail vote is required, ten percent (10%) return of ballots mailed to the entire membership shall constitute an election.

ARTICLE 15

AMENDMENTS

Proposed Amendments must be submitted in writing to the members of the Chapter at least thirty (30) days prior to the next business meeting. Proposed amendments may be voted on by voice vote and must be approved by at least two thirds of the members who vote.

ARTICLE 16

FISCAL YEAR

The Fiscal Year shall be from January 1 to December 31.

ARTICLE 17

ASSOCIATION AS HIGHER AUTHORITY

In addition to these Bylaws, MC is governed by the NAPGCM Bylaws and Standing Rules, and by NAPGCM policies.

ARTICLE 18

LIABILITY

The Officers and Board of Directors shall be free from liability arising out of or by reason of their serving as such Officer or Director, except to the extent that such liability results from their own individual willful misconduct.

ARTICLE 19

CHAPTER DISSOLUTION

Section 1. MC membership may dissolve the Chapter. Voluntary dissolution of this Chapter requires an affirmative vote by two thirds (2/3) of voting members, a quorum being present, and having been provided with notification of this intent to dissolve by mail to members thirty (30) days prior to the meeting.

Section 2. Property and Records. In the event that the charter of the Chapter is revoked or in the event the Chapter is dissolved or its existence otherwise terminated all property and records of whatsoever nature in the possession of the Chapter shall, after payment of its bona fide debts, be conveyed to NAPGCM. In the case of two or more Chapters merging, all property and records will be turned over to the continuing Chapter.