Proposed Amendment to the Bylaws – Summary of Key Changes
OVERVIEW
To reflect both changes in the makeup of the AMDA membership, and increasing efficiencies in
operations, the Board has unanimously approved a Bylaws amendment and now recommends adoption
of the amended Bylaws by the House of Delegates. A number of Bylaws changes were in the nature of
updates to reflect current language and/or practice; a few are more substantive in nature. This summary
provides a description and rationale of the substantive changes. A listing of all Bylaws changes, along
with a redlined version and a “clean” version of the amended Bylaws, are enclosed.
We ask that you familiarize yourself with this proposed amendment before the House of Delegates
meets on Saturday, March 18, 2017 in Phoenix, AZ.
PROCESS
The Board of Directors will provide the State Chapter presidents the opportunity to provide
comments on the proposal at their open mic call scheduled on February 22nd, as well as at the State
Chapter meeting on Thursday morning, March 16th in Phoenix. The proposed amendment is also posted
on the House of Delegates website in accordance with our notice provisions. The Bylaws will be
presented as an “omnibus” action at the House of Delegates, with the Board asking for a single up-ordown vote to approve or not to approve the amended Bylaws. The Board felt this was an appropriate
course of action given the mechanical nature of many of these changes to the Bylaws, and the
opportunity for Chapter and House review and comment prior to the House meeting. The final decision
on how to consider the proposed amendment will belong to the House.
SUMMARY OF SUBSTANTIVE CHANGES PROPOSED
The table below summarizes only the substantive changes in the proposed Bylaws amendment.
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ARTICLE II – MISSION
AMDA: The Society for Post-Acute and
Long-Term Care Medicine is dedicated to
excellence in patient care and provides
education, advocacy, information and
professional development to promote the
delivery of quality post-acute and longterm care medicine.
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ARTICLE II – MISSION
We promote and enhance the
development of competent,
compassionate, and committed medical
practitioners and leaders to provide goalcentered care across all post-acute and
long-term care settings. Dedicated to
defining and improving quality, we advance
our mission through timely professional
development, evidence-based clinical
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The new mission
statement was
approved by the
Board of
Directors in
September 2016
as part of the
new strategic
planning cycle.
Proposed Amendment to the Bylaws – Summary of Key Changes
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ARTICLE IV – STATE CHAPTERS
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guidance, and tireless advocacy on behalf
of members, patients, families, and staff.
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ARTICLE IV – STATE CHAPTERS
Section 1. Structure
Section 1. Structure
State chapter status may be granted to any
organized group of licensed physicians,
nurse practitioners and/or physician
assistants within a state who have an
interest in or who provide professional
medical services in full or in part in postacute and long-term care.
AMDA’s Board of Directors alone is
empowered to grant and, if necessary, to
revoke state chapter status. The Board of
Directors may grant state chapter status to
any organized group of licensed physicians,
nurse practitioners and/or physician
assistants within a state who have an
interest in or who provide professional
medical services in full or in part in postacute and long-term care.
Clarifies that the
Board is the
chartering
authority for
AMDA’s State
Chapters
New Section 1 d:
d. Revocation – the AMDA Board of
Directors may revoke chapter
status if a chapter (a) remains
inactive for a prolonged period of
time; (b) fails to comply with the
requirements described above for
chapters; and/or (c) acts in a
manner detrimental to its
members or AMDA’s members, or
undermines approved policies.
ARTICLE VII – BOARD OF DIRECTORS
ARTICLE VII – BOARD OF DIRECTORS
The Board of Directors is responsible for
the implementation of policy based on
input from the House of Delegates, the
State Presidents Council and state chapters
as well as the AMDA membership at large.
The Board of Directors is responsible to
develop, approve and promulgate AMDA
policy based on input from the House of
Delegates, the State Presidents Council and
state chapters as well as the AMDA
membership at large.
Clarifies that, as
the Board can
grant chapter
status, the board
can also revoke
chapter status,
and frames the
causes of
revocation.
Re-states that the
Board is the sole
policy-making
body of AMDA.
ARTICLE XI – SECTIONS
- NEW ARTICLE XI -
Section 1. Definition
a. Sections shall be established by the
AMDA Board of Directors to help
AMDA advance its vision, mission and
goals by providing a forum for a
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This new Article
defines
Membership
Sections,
describes their
structure and
Proposed Amendment to the Bylaws – Summary of Key Changes
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segment of AMDA members to pursue
a specific set of interests.
b. Each Section shall have an appointed
Advisory Council of no fewer than
three and no more than seven
members, to assist section members in
identifying areas of special focus and to
pursue these interests with AMDA
committees and programs. The Section
Advisory Councils will keep minutes of
their meetings, will have an ex-officio,
non-voting liaison to the AMDA Board
of Directors, and may appoint liaisons
to AMDA Committees and work
groups.
Section 2. Structure and Purposes
AMDA’s Section(s) are listed below.
a. The Practice Management Section
provides a forum for physician practice
groups. Its purposes are to position
AMDA as the recognized national
forum for practitioner-led PA/LTC
population management; to establish a
membership program that
accommodates PA/LTC physician
practice groups as well as individual
PA/LTC practitioner members; to
develop recommended practice
management models; and other
purposes as defined by its Advisory
Council with the approval of the AMDA
Board of Directors.
Section 3. Appointments. The President,
with the advice and guidance of the Board,
and consistent with policy, shall appoint
and revoke the appointment of members
of the Section Advisory Council for a term
identified by the Board.
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purposes, and
their governance,
and names them.
Proposed Amendment to the Bylaws – Summary of Key Changes
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ARTICLE XI – COMMITTEES
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Section 4. Meetings. Section meetings shall
be held in accordance with Board-approved
guidelines.
ARTICLE XII – COMMITTEES
Section 1. Definition
Section 1. Definition
a. Standing committees shall be
established to help the Board of
Directors, House of Delegates, and
State Presidents Council implement
AMDA’s mission and goals.
Committees shall function in an
advisory capacity, recommending
programs and policies in the major
areas of interest to which they are
assigned.
a. Committees shall be established to
help the Board of Directors, House of
Delegates, and State Presidents Council
implement AMDA’s mission and goals.
Committees shall function in an
advisory capacity, recommending
programs and policies in the major
areas of interest to which they are
assigned.
This amendment
provides
additional
flexibility to the
board of directors
by reducing the
number of
standing
Committees – i.e.,
b. The Board of Directors may establish
those that are
b. The Board of Directors may establish
standing committees and ad-hoc
named in the
ad hoc committees as needed.
committees as needed.
Bylaws – to four:
Executive,
Section 2. Structure and Duties
Section 2. Structure and Duties
Finance,
Governance, and
AMDA’s standing committees are listed
AMDA’s standing committees are listed
below. Each committee shall keep minutes below. Each committee shall keep minutes Nominating. All
other committees
and make a report to the Board of
and make a report to the Board of
Directors at the time of the annual business Directors at the time of the annual business are “ad-hoc”
committees. Admeeting and may request or be requested
meeting and may request or be requested
hoc committees
to make a report at other times.
to make a report at other times.
may have an
a. The Executive Committee is composed a. The Executive Committee is composed
ongoing charge,
of the President, Immediate Past
of the President, Immediate Past
workplan, and
President, President-Elect, Vice
President, President-Elect, Vice
assignment in our
President, Treasurer and Executive
President, Treasurer and Executive
strategic plan, as
Director. Its purpose is to decide on
Director. Its purpose is to decide on
they do now.
the agenda items to be taken up at
the agenda items to be taken up at
Board meetings and to make necessary
Board meetings and to make necessary
Board-level decisions between Board
Board-level decisions between Board
meetings.
meetings.
b. The Finance Committee shall oversee
b. The Finance Committee shall oversee
and make recommendations about
and make recommendations about
AMDA’s financial matters, including but
AMDA’s financial matters, including but
not limited to, AMDA’s budget, fiscal
not limited to, AMDA’s budget, fiscal
policies, dues structure, revenues and
policies, dues structure, revenues and
expenses, the annual independent
expenses, the annual independent
audit and required federal financial
audit and required federal financial
filings.
filings.
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Proposed Amendment to the Bylaws – Summary of Key Changes
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c. The Membership Committee shall
oversee all matters related to
membership, including members’ use
of AMDA programs, products and
services.
c. The Nominating Committee shall
nominate candidates for national
offices and the Board of Directors.
d. The Governance Committee shall
advise the Board and the Executive
d. The Nominating Committee shall
Director about all aspects of
nominate candidates for national
governance, including Board and
offices and the Board of Directors.
Committee roles and function, state
chapter structure and function, and
e. The Public Policy Committee shall
AMDA’s bylaws, and shall address
identify and advise the Board about the
issues concerning the ethical conduct
political, economic, legal, regulatory
of AMDA and its members.
and other factors and issues that affect
AMDA and its members.
f.
The Communications Committee shall
help develop and advise the Board
about outreach programs and
materials that promote AMDA’s
mission and goals, as well as the
interests of its membership.
g. The Education Committee shall develop
and advise the Board about AMDA’s
educational programs, products and
services and shall be responsible for
the educational program of the AMDA
Annual Symposium.
h. The Clinical Practice Committee shall
identify issues concerning patient care
and medical and other clinical
practices, including desired approaches
and quality issues, and shall help
develop appropriate materials,
including publications, consistent with
AMDA’s mission and goals, as approved
by the Board.
i.
The Governance Committee shall
advise the Board and the Executive
Director about all aspects of
governance, including Board and
Committee roles and function, state
chapter structure and function, and
AMDA’s bylaws, and shall address
issues concerning the ethical conduct
of AMDA and its members.
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