Bylaws



 

Article I

Name: The name of the organization shall be the Tennessee Highland Rim Healthcare Coalition.

 

Article II

Statement of Purpose: The purpose of the Tennnessee Highland Rim Healthcare Coalition is to enhance and sustain the Coalition’s ability to prepare, respond, and recover from short or long term incidents that have a public health and medical impact within Tennessee Emergency Medical Services Region 5.

 

Article III

Section A.  Coalition Membership: The membership of the Tennessee Highland Rim Healthcare Coalition shall be open, but not limited to: public and private health care organizations, hospitals, health care support services, local government, charitable and religious groups, business and corporate entities, and citizen groups.

 

Section B.  Composition Review: The Executive Committee of the Tennessee Highland Rim Healthcare Coalition, on an ongoing basis, will review the composition of the membership, actively recruit and invite participation of representatives to ensure that membership is inclusive of all eligible sectors.

 

Section C.  Application and Approval Procedure: Organizations, agencies, groups, facilities, and individuals may submit a written request to the Tennessee Highland Rim Healthcare Coalition Executive Committee for membership and representation in the Coalition.  The Tennessee Highland Rim Healthcare Coalition Executive Committee members shall approve or reject all applications for membership. All applicants approved for membership in the Tennessee Highland Rim Healthcare Coalition shall be provided a copy of the by-laws and membership list.

 

Section D.  Resignation: Any member may resign from the Tennessee Highland Rim Healthcare Coalition or committees by written notification to the Chairperson of the Executive Committee.

 

Section E.  Membership Expectations: Each member of the Tennessee Highland Rim Healthcare Coalition is expected to represent the best interest of their parent agency, entity, organization, group, business, or government without personnel biases; participate at a minimum in 75% of scheduled meetings each fiscal year and are encouraged to participate in one or more standing committees and project teams.

 

Section F.  Fiscal Year: The Tennessee Highland Rim Coalition operates on a fiscal year basis starting July 1st and proceeding through June 30th of the following year.

 

Article IV

Section A.  Executive Board: The Executive Committee shall serve as the governing body of the Highland Rim Healthcare Coalition. The Executive Committee is comprised of members from the Coalition: (1) Level 1 Trauma Center (1) Comprehensive Regional Pediatric Center, (1) Regional Medical Communication Center, (1) Emergency Medical Services Consultant (5) Acute Care Hospital Representatives, (1) Tennessee Emergency Management Agency Representative, (1) Tennessee Department of Health and Homeland Security Exercise Coordinator, (1) Tennessee Emergency Medical Services for Children Representative, (2) Emergency Medical Services, (2) Regional Hospital Coordinators, (1) County Emergency Management Agency Representative, (1) Nashville Metro Emergency Management Agency Representative, (1) Veteran Affairs Hospital Representative, and (1) National Disaster Medical System Representative.  Executive Committee members shall not enter into business or obligate the Tennessee Highland Rim Healthcare Coalition without expressed approval of the Executive Committee.

 

Section B.  Officers: Officers of the Tennessee Highland Rim Healthcare Coalition Executive Committee shall consist of the Chairperson, Vice-Chairperson, Secretary, and Treasurer. 

 

Section C.  Duties of Elected Officers: At a minimum, the following duties shall be completed by the listed officers:

 

Chairperson: The Executive Committee Chairperson shall preside at all meetings of the Highland Rim Healthcare Coalition and the Executive Committee; approve meeting agendas; shall sign any instrument which the Tennessee Highland Rim Healthcare Coalition has authorized to be signed or executed, except in cases where the signing or executing may be expressly delegated to some other officer; and in general the Chairperson shall perform all duties related to the office and such other duties as may be prescribed and approved by the Tennessee Highland Rim Healthcare Coalition membership.

 

Vice-Chairperson: It shall be the duty of the Executive Committee Vice-Chairperson to act as Chairperson in the absence of or inability of the Chairperson to act.

 

Secretary: The Secretary shall develop meeting agendas and submit to the Chairperson for approval; maintain minutes/notes of each meeting of the Tennessee Highland Rim Healthcare Coalition and Executive Committee; shall maintain a current roster and contact information of Coalition membership; shall be the custodian of the records of the Coalition; and in general perform all other duties related to the office.

 

Treasurer: The Treasurer shall receive all monies due to the Tennessee Highland Rim Healthcare Coalition; shall be responsible for payment of expenses on behalf of the Coalition; shall maintain and prepare or have prepared, at a minimum of each quarter, financial reports of the Coalition; and in general perform all other duties related to the office.

 

Section D.  Election of Officers: Officers of the Executive Committee shall be elected from received nominations by a majority vote of the Coalition membership at the last general meeting of each fiscal year that coincides with the elected officer’s term of office.  Nominations for Executive Committee Officers shall be made by any Coalition member in good standing either in writing or verbally.  Coalition members may be nominated for office by themselves or by other Coalition members.  Election of the Chairperson and Secretary shall occur during odd numbered years.  Election of the Vice-Chairperson and Treasurer shall occur during even numbered years.

 

Section E.  Terms of Office: The terms of office for each of the elected officers of the Executive Committee shall be three (3) fiscal years.  Exceptions to the terms of office following the initial election of officers may be required. No officer may serve in the same elected position for more than two (2) consecutive terms.  The Vice-Chairperson may not be an employee of or represent the same agency or organization as the Chairperson.

 

Section F. Vacancies of Office: Vacancies of elected positions shall be filled by vote of the membership at the next general or special meeting of the Tennessee Highland Rim Healthcare Coalition following the vacancy of the elected position.  

 

Section G. Executive Committee Meeting: The Chairperson shall identify meeting dates, times, and agenda items for the Executive Committee. 

 

Article V

Section A.  Executive Committee Meeting: Tennessee Highland Rim Healthcare Coalition can not be called to order or conduct Coalition business without a majority of the Executive Committee membership in attendance.  A majority is defined as any number greater than 50% of the Executive Committee at the time of the meeting in question.  Each meeting of the Executive Committee shall adhere to all applicable open meeting laws.  Minutes or notes from each meeting shall be made available to each Coalition member.

 

Section B. Meeting Attendance: Meeting attendance is defined as the member being present in –person; via telephone; via webinar; or by other electronic means approved by the Executive Committee.  Coalition members in attendance at a meeting regardless of method of attendance shall be afforded all rights and privileges of a Coalition member.

 

Section C. General Meeting: The membership of the Tennessee Highland Rim Healthcare Coalition shall hold a minimum of quarterly meetings to attend a general meeting to discuss and approve Coalition business at least quarterly.  Agenda items relevant to Coalition business may be added to the agenda by Coalition members during the general meeting.

 

Section D.  Special Meeting: Special meetings of the Tennessee Highland Rim Healthcare Coalition members may be called by the Chairperson or their designee or Regional Hospital Coordinators.  Reasonable notice of the special meeting and agenda item(s) shall be provided to the membership.  The Executive Committee shall decide all agenda items for special meetings.  Business not listed on the agenda may not be introduced during a special meeting.

 

Article VI

Section A. Voting: Each eligible organizations member of the Tennessee Highland Rim Healthcare Coalition in attendance during a general meeting shall be eligible to cast one (1) vote in Coalition business or election of officers. Excutive Committee memebers are also eligible to cast one (1) vote at executive committee meetings, except as noted in Article VI Section C.  

 

Section B. Delegation of Vote: An eligible member of the Tennessee Highland Rim Healthcare Coalition Executive Committee cannot delegate their vote to a second party in any Coalition business or election. 

 

Section C. Voting Process: The Chairperson of the Tennessee Highland Rim Healthcare Coalition Executive Committee or their delegate shall identify one (1) or more processes for voting (e.g. voice, show of hands, electronic, paper ballot, etc.) prior to each vote that will allow each member in attendance to cast a vote.  The Chairperson will determine if a voice or show of hands vote meets the definition of a majority vote.

 

Section D.  Majority Vote: Unless otherwise stated in the Tennessee Highland Rim Healthcare Coalition adopted by-laws a majority vote of the membership shall determine the outcome of Coalition business or elections.  Majority vote is defined as a number of votes greater than 50% of the total members in attendance at the time of the vote.  Outcome of each vote will be announced and recorded as either affirming or defeating the motion.

 

Section E.  Officers of the Executive Committee : All officers of the Executive Committee, with the exception of the Chairperson, may cast a vote in all Coalition business and elections.  The Chairperson may only cast a vote when necessary to break a tie vote for Coalition business and elections. The Executive Committee members representing the following: Regional Hospital Coordinators, Tennessee Emergency Medical Services Consultant, Tennessee Emergency Management Agency, Tennessee Department of Health/Office of Safety Homeland Security Exercise Coordinator will only vote on non-financial matters when conducting Coalition business. 

 

Article VII

Section A.  Standing Committees: The Executive Committee shall determine the need for standing committee(s) to address areas of Coalition interest, the nature of which is anticipated to last one (1) or more years.  Each standing committee shall have a committee chairperson appointed by the Executive Committee.  The committee chairperson must be a current member of the Coalition.  The standing committee chairperson shall report activities to the Executive Committee and Coalition members.  The size of each committee as well as the meeting dates and times will be determined by the committee chairperson.

 

Section B.  Project Teams: The Executive Committee shall determine the need for Project Teams to address specific areas of Coalition interest, the nature of which is anticipated to be brief (less than one year) in duration.  Each Project Team shall have a Team chairperson appointed by the Executive Committee.  The Team chairperson must be a current member of the Coalition.  The Project Team chairperson shall report activities to the Executive Committee and Coalition members.  The size of each team as well as the meeting dates and times will be determined by the Project Team chairperson.

 

Section C.  Committee Members: Membership in both Standing Committees and Project Teams of the Tennessee Highland Rim Healthcare Coalition is open to all Coalition members.  Additional persons who are not current members of the Coalition may be appointed to a committee at the discretion of the Executive Committee. 

 

Article VIII

Proposed amendments or additions to the Tennessee Highland Rim Healthcare Coalition adopted By-Laws shall be submitted to the Chairperson of the Executive Committee.  The Chairperson shall distribute to Coalition membership in either printed or electronic form at least 30 days prior to the scheduled vote.  Amendments or additions to the current by-laws can be submitted by any Coalition member.  Voting on by-law amendments or additions will occur either during a special meeting or a general meeting of the Coalition members at the final Fiscal year meeting.  Proposed amendments or additions to the by-laws shall be adopted immediately upon an affirmative vote of two-thirds (2/3) or greater of all Coalition members at the time of the vote.

 

Article IX

Should a procedural dispute arise that is not covered by these by-laws, the rules of parliamentary procedure, according to the latest edition of Robert’s Rules of Order shall govern.