MESA Bylaws

Bylaws—Adopted July 7, 2000/Amended November 2004

Article I—Name and Principal Office
Section 1: The name of the association shall be Medical Equipment Suppliers Association, Inc. (MESA)

Section 2: These Bylaws constitute the code of rules adopted by the association for the regulation and management of its affairs.

Section 3: The principal office of the association shall be located wherever a majority vote of the Board of Directors deems suitable, as long as members can be served efficiently and cost-effectively from that location. In addition, the association may maintain other offices as its business requires.

Article II—Purpose
Section 1: The purpose of the association shall be:
To establish the best interest of the membership through an interchange of ideas by seminars, conventions and regular meetings of the members; conveying timely industry-related information; providing a liaison w/federal and state government concerning home medical equipment, supplies and services; and other purposes.

Section 2: The association shall serve members doing business in Arkansas, Louisiana, Oklahoma and Texas, as well as members from other states who have an interest in those four states, or who do business where there is no state association in place.

Article III—Membership
Section 1: Membership in the association shall be limited to: I) sole proprietorships, partnerships, corporations or other legally recognized business entities that operate one or more locations and conduct business within the geographic boundaries of the association, except as stipulated otherwise herein; ii) are engaged in the sale, rental or distribution of any type of durable home medical equipment and/or supplies; or iii) are engaged in the sale or supply of products and/or services to the Durable Medical Equipment Industry. The membership application and review process shall be conducted in accordance with processes approved by the Board of Directors.

Section 2: Certificates of Membership
Certificates evidencing membership may be issued by the Corporation when a member joins and may be re-issued each year, on renewal of membership.

Section  3:   Categories and Benefits of Membership
1) Regular Members: Shall be those companies that have paid dues as established by the Board of Directors and that operate as a corporation, partnership or sole proprietorship doing business in one or more locations and that are active in the sale, rental or distribution of durable home medical equipment, medical gases and associated supplies for the direct consumption or utilization by the patient in the home. Regular members may enroll branch locations, but the regular member will be limited to one vote.

2) Honorary Members: Shall be persons who have: i ) faithfully served the association as representatives of Regular or Associate Members and ii) been nominated by one or more members of the association; and who are no longer qualified to serve as a Regular or Associate Member representative due to retirement or departure from the durable Medical Equipment Industry. An Honorary member shall have the same privileges and duties as any other member representative except that he or she may not vote nor hold elective office. Honorary Members shall not be required to pay membership dues.

3) Associate Members: Shall be those companies that: i ) have paid dues as established by the Board of Directors; ii) are manufacturers or suppliers of products, services or supplies to Regular Members; iii) and do not qualify as Regular Members. Associate Members shall hold the same privileges and duties as Regular Members except their representatives may not hold elective office.

Section 4: Membership Dues
Annual dues shall be set by the Board of Directors. Membership shall be subject to renewal and dues to be paid on the anniversary date of a member’s joining the association.

Section 5: Expulsion and Suspension
1) Any member of the association may be suspended or expelled for misconduct in its relations (or those of its representatives) to the association upon due investigation thereof as provided herein

2) Any member of the association may be suspended or expelled for conduct involving moral turpitude in its relationships (or those of its representatives) and dealings with the public;

3) Any member of the association may be suspended or expelled if said member has come under felony charges and/or conviction of a felony related to the business of retail, wholesale, rental or distribution of medical equipment, products, services or supplies for use in the care and treatment of patients.

4) Any member of the association may be suspended or expelled by the majority vote of the Board of Directors upon exclusion by the Department of Health and Human Services, CMS and/or AHCA from participation in the Medicare or Medicaid programs.

5) No member may be suspended or expelled until written charges have been filed against it by the Board of Directors or ten (10) other members of the association. After such written charges are filed, the President of the Board of the association shall report such charges to an investigative committee appointed by the President, which shall investigate such charges and report its findings to the Board of Directors. The Board of Directors shall give the accused, or its representative, a reasonable opportunity to respond to and rebut such charges. After review of the charges, the report of the investigative committee, and any response by the accused, the Board of Directors may act either to suspend or expel the member or to find the accusations without merit and drop the charges.

Article IV—Meetings and Voting
Section 1: Annual Meeting
The Annual Meeting of the association shall be held in conjunction with the association’s Fall Conference each year, at a place designated by the Board of Directors, for the purpose of election of Directors and for the transaction of such other business as may come before the meeting.

Section 2: Special Meetings
Special meetings of the membership of the association may be called at any time by the President or by a majority vote of the Board of Directors, either by vote or in writing. Upon written request by a majority of all members to the Secretary/Treasurer, it shall be the duty of the Secretary/Treasurer to call a meeting of the members. No business other than that stated in the notice of the meeting shall be transacted at any special meeting of the members, however called. Special meetings of the members shall be held at the time and place to be determined by the Board of Directors. Special meetings also may be called in accordance with applicable provisions of law.

Section 3: Notice of Meetings
Not fewer than ten (10) days prior to every annual meeting and of every special meeting of the members, notice shall be given to each member in good standing whose name appears as a matter of record upon the books of the association at the close of business on the date fixed by the Board of Directors for the determination of members entitled to notice of such meeting in accordance with the provisions of these bylaws. Such notices of the annual meeting or special meetings shall state the place, day, and hour of such meeting, and in the case of special meetings, shall also state the purpose or purposes for which the meeting is called. Notices shall be deemed to be delivered when deposited in the Unites States mail and addressed to the member at his address as it appears on the records of the association, with postage prepaid.

Section 4: Voting
At every meeting of the membership, each Regular member shall be entitled to one (1) vote. The vote may be cast only by the designated representative of the member. When directed by the Board of Directors, votes of the membership may be taken between meetings by written  ballot circulated to eligible voters via USPS, fax or email and returned by the same method or the voting member’s method of choice; eligibility to cast ballots shall be the same as for voting conducted during regular or special meetings of the membership.

Section 5: Quorum
A majority of votes cast, either in person or by written ballot, shall constitute a quorum for the transaction of business except as otherwise provided in these bylaws or as otherwise stipulated by law.

Article V— Governance. Management and Officers
Section 1: Governance
The governance of the association shall be vested in a Board of Directors, who shall serve without compensation. The Board of Directors shall consist of four officers and no more than six (6) additional directors, including the Immediate Past President and five at-large directors elected by the membership.

Section 2: The Board shall meet a minimum of two (2) times per year, in person. These meetings shall coincide with the two major educational conferences conducted by the association, currently the All-Star Conference, usually held in February; and the Fall Conference, usually in September. In addition, the Board shall meet two (2) other times per year, either in person, at its discretion; or via conference call or teleconference over the Internet/e-mail.

Section 3: Officers
 The voting officers of the association, who shall also be members of the Board of Directors, shall be a President, a Vice President, and a Secretary/Treasurer. In addition, an Executive Vice President shall serve as an officer in an ex-officio capacity without vote. The officers, with the exception of the Executive Vice President, shall be elected annually by the membership. The Executive Vice President shall be employed by the Board of Directors. Each voting officer shall hold office for a term of one year, and thereafter until his successor is elected and qualified or until his death, resignation, or removal. No officer may hold the same office for more than two consecutive full terms, plus any partial term for which an officer is filling the un-expired portion of a person holding the same office.

1) The President shall be the chief elected officer of the association. He shall, when present,
preside at all meetings of the members and directors; have all the powers normally vested in the chief elected officer of an association; have authority to sign and execute, in the name of the association, all authorized deeds, mortgages, bonds, contracts, or other instruments; annually prepare, or cause to be prepared, a full and true statement of the affairs of the association, including all appropriate financial reports.

2) The Vice President shall, in the absence of the President, perform all the duties of the President and when so acting shall have the power of the President. The Vice President shall not automatically become President upon completion of his or her term in that role, but must be elected to that or any other office by his or her own right.

3) The Secretary/Treasurer shall keep, or cause to be kept, the minutes of the meetings of members, of the Board of Directors, and of the Executive Committee. He shall supervise the management of all funds, securities, and receipts and disbursements of the association and shall periodically report, or cause to be reported, as directed by the Board of Directors, on the financial status of the association. He shall see that all notices are duly given in accordance with the provisions of the bylaws or as required by law; he shall perform all other duties that may be, from time to time, assigned to him by the Board of Directors.

Section 4: The Board of Directors shall appoint an Executive Director. The Board of Directors shall fix compensation and prescribe the duties for the Executive Director. Instead of directly employing an individual to serve as Executive Director, the Board of Directors may engage the services of an association management firm, which will appoint one of its staff to serve as the association’s Executive Vice President.

Section 5: Directors
The Board of Directors shall consist of six (6) directors, five (5) of whom shall be elected at-large by the membership of the association and one will be the Immediate Past President, who shall serve as a voting ex-officio member.

Section 6: Duties of Board of Directors
 The Board of Directors shall supervise, control, and direct the affairs of the association and shall establish policies and programs, adopt budgets, approve disbursements of funds, set dues, establish fees, and use its best efforts to promote the purpose and objectives of the association.

Section 7: Election of Officers and Directors
The Board of Directors shall be elected from among the Regular Members of the association in accordance with the provisions set forth in Article IV. One year of service on the Board of Directors is recommended before a Director may seek election as an Officer; however a Director with less than one year of service may be appointed to compete the term of an office vacated due to emergency or other extenuating circumstances. Should that person wish to continue in that or any office during the following fiscal year, he or should would be required to stand for election to that office.

Section 8: Terms of Office
 Each of the five at-large Directors shall serve a staggered two-year term, with two of them being elected annually, except when a Director’s seat is vacated when that Director is elected as an Officer and must be replaced. The individual elected to replace that Director will serve the balance of that Director’s term, then be eligible to stand for election to a two-year term in his or her own right, and may serve two full two-year terms thereafter.

Section 9: Removal from Office
The Board of Directors shall have power at any regular or special meeting to remove an officer or director with cause, by majority vote, and such action shall be conclusive on the officer or director so removed.

Article VI—Committees
Section 1: Executive Committee
The Executive Committee shall consist of the President, Vice President, Secretary/Treasurer, Immediate Past President. The Executive Director shall serve as an ex-officio member of the Executive Committee, without vote. The President shall chair the Executive Committee. The Executive Committee shall function as an advisory committee to the Board of Directors and shall, in extraordinary and emergency circumstances, act for the Board of Directors between regular and special meetings. The Executive Committee shall also function as a finance committee unless otherwise directed by the Board of Directors. All actions taken by the Executive Committee are subject to ratification by the Board of Directors. A majority of the voting members of the Executive Committee shall constitute a quorum.

Section 2: Nominating Committee
The Nominating Committee, which shall consist of the Immediate Past President, the President, and at least one representative from each of the four states identified as the association’s core service area, shall annually nominate a slate of officers and directors. Such slate of nominees shall be presented to the Regular Members of the association for vote, in accordance with procedures described in Article IV, Section 4, and as established from time to time by the Board of Directors.

Section 3: Special Committees
The President may appoint Special Committees or task forces to accomplish specific objectives. Such Special Committees or task forces shall exist for a specified period of time, or until their tasks are complete, whichever occurs first.

Article VI— Parliamentary Authority
Section 1: Robert’s Rules of Order, revised, shall govern the association in all cases to which they are applicable. In the event there is a conflict between these bylaws and Robert’s Rules of Order, these bylaws shall govern.

Article VII—Indemnification
Section 1: The association shall indemnify the officers, directors, former directors, and all other persons serving the association in any official capacity to the full extent permitted by applicable laws, provided however that the association shall not, to the extent provided in applicable laws, indemnify any person who is found liable for willful or intentional misconduct.

Article VIII—Fiscal Year
Section 1: The fiscal year of the association shall be established by the Board of Directors.

Article IX—Meaning of Terms
Section 1: Words used in these bylaws in the masculine gender refer to the feminine gender and vice versa.

Article XI—Amendments
Section 1: These bylaws may be amendable by the personal, mail, or electronic vote of two-thirds of the voting Regular members who return their ballots by the deadline date. Any proposed amendment to these bylaws must be approved by the Board of Directors before being submitted to the Regular Membership for a vote.