Members Only

GAPA Bylaws

Article I Name of the Organization

The name of the organization is the Georgia Association of Physician Assistants, Inc.

Article II Purposes of the Association

The mission of the Georgia Association of Physician Assistants is to promote high-quality, cost-effective, accessible health care; to provide for personal growth and professional development of physician assistants; and to promote and represent the Physician Assistant profession in Georgia. GAPA is part of AAPA. GAPA and its members must follow the philosophy of the AAPA. If they are unable to do so, they must work through AAPA to change the philosophy by altering GAPA’s constitution and bylaws.

Article III Membership

Section 1 Membership in this organization shall consist of persons of good moral character who are cognizant of their obligation to the public and who meet the requirements for membership prescribed by the Board of Directors of the Georgia Association of Physician Assistants. Non-fellow members may not participate in issues relating to AAPA, such as voting for delegates, submitting resolutions, or representing GAPA in the AAPA House of Delegates. AAPA members who belong to more than one constituent chapter may vote on AAPA issues in only one constituent chapter.

Section 2 Membership in this organization shall be persons who are classified as FELLOW, ASSOCIATE, AFFILIATE, STUDENT, CORPORATE/ INSTITUTIONAL, or HONORARY members.

a. Fellow members shall include graduates of Physician Assistant Programs approved by the Board of Directors and/or persons certified by the National Commission on Certification of Physician Assistants, who are Fellow members of the American Academy of Physician Assistants, and shall be eligible to vote and hold office.

b. Associate members shall include Physician Assistants certified by the State of Georgia and other Physician Assistants approved by the Board of Directors, and shall be eligible to vote on non-AAPA matters and hold office as directors at large.

c. Affiliate members shall include other persons not eligible for Fellow or Associate membership who desire to affiliate with the Association.

d. Student members shall be persons enrolled in Board approved training programs training Physician Assistants and may not vote or hold office except for the student member(s) elected by their peers to sit on the Board of Directors.

e. Corporate/Institutional members shall include those organizations desiring affiliation with the Georgia Association of Physician Assistants, as approved by the Board of Directors.

f. Honorary members shall be persons of distinction elected by the Board of Directors. Honorary members shall have the privilege of the floor at meetings and shall be exempt from paying dues and assessments.

g. Affiliate, Corporate/Institutional and Honorary members may not vote or hold office.

Section 3 All applications for membership shall be made in writing on application form provided by this organization. The applications will be reviewed by the Membership Committee and approved or rejected by the Board of Directors. Each member shall be issued a membership certificate in such form as may be determined by the Board of Directors.

Section 4 Membership shall be for a term of one year. After approval, membership shall be automatically renewed on an annual basis so long as such member continues to meet the qualifications for membership, remains current in dues, charges, and assessments and complies with all policies adopted by the Board of Directors.

Article IV Elections

Section 1 Elected offices of the Association shall be the President, President-Elect, Secretary, Treasurer, Fellow/Associate and Student Directors at Large, and Delegates to the American Academy of Physician Assistants House of Delegates.

Section 2 The term of office for the Secretary, Treasurer, Fellow/Associate Directors at Large, and Delegates shall be two years.

Section 3 The President-Elect, the Secretary or Treasurer, and one-half of the Fellow/Associate Directors at Large shall be elected each year.

Section 4 The Association shall provide for the election of Delegates to represent the Georgia Association of Physician Assistants in the House of Delegates of the American Academy of Physician Assistants. The delegates shall be elected every even year. Vacancies in the delegation may be filled by a vote of the Board of Directors.

Section 5 Nominating Committee. The President shall appoint a nominating committee to be chaired by the Immediate Past President and additional members appointed by the President. The nominating committee shall nominate a candidate for each position to be elected.

Section 6 The Secretary shall provide each Fellow and Associate member with an appropriate form approved by the Board of Directors at least ninety days prior to each election to allow for self-declaration of candidacy.

Section 7 Any Fellow member may declare for elected office within the Association. Any Associate member may declare for election to the Board of Directors. Declaration of candidacy must occur at least sixty days prior to each election.

Section 8 The Secretary shall distribute a ballot by e-mail at least thirty days prior to the day of election to each Fellow and Associate member on the Association roster as listed sixty days prior to the scheduled election.

Section 9 Voting shall be conducted on-line and only those ballots completed prior to the date of election shall be counted. A simple majority of votes cast shall be required to elect.

Section 10 The term of office for Directors, Officers, and AAPA Delegates will begin on July 15.
Section 11 Elected officers shall be forbidden to hold two offices concurrently. A member who is elected for two offices on the same election ballot must choose one office to hold and decline the other elected office.

The open position on the board will then be filled after the installation of the new officers.
Holding dual offices by one member would be deemed incompatible. This is not due to physical impossibility to perform the duties of both offices, but conflict of interest with one person holding two votes on the board of directors.

Article V Board of Directors

Section 1 The Board of Directors of the Association shall be composed of the following: President, President-Elect, Immediate past President, Secretary, Treasurer, Fellow/Associate Directors at Large, and one Student Director from each Board approved Physician Assistant program in Georgia. Student directors shall be elected by the rules established by such approved physician assistant program.

Section 2 The Executive Committee of the Board of Directors shall consist of: the President, President-Elect, Immediate Past President, Secretary, and Treasurer. The Executive Committee shall be empowered to act for the Board on emergency matters only, and all actions of the Executive Committee shall be reported to the Board of Directors no later than the next meeting of the Board. All such Executive Committee actions must be reviewed and approved by the Board of Directors, and shall be included in the official Board Minutes.

Section 3 The President shall preside at all business meetings of the organization and of the Board of Directors. He/she shall make a report on the Association’s activities at the annual meeting of the organization. In the event of death or other inability to fulfill the duties of the President, the President-elect shall assume the office of President for the remainder of the unexpired term, and shall continue in such office for the succeeding term.

Section 4 The President-Elect must be present at three-fourths of all officially designated meetings or forfeit the position. Should the President-Elect position become vacant, it may be filled by appointment of the Board of Directors. The President-Elect shall assume the duties of the President in the absence of the President. The President-Elect will organize and conduct, with the assistance of the Secretary and Treasurer, all annual elections. The President-Elect succeeds to the presidency at the conclusion of the term of office.

Section 5 Upon the election of new officers in each new membership year, the President of the preceding membership year shall be designated Immediate Past President. He/She shall remain a member of the Board of Directors with all the rights and privileges as ascribed to members of the Board by these Bylaws, and shall have the privilege of a vote on all matters of business before the Board. This position shall be a one year term. In the event that this position should become vacant, the Board of Directors shall have the option to appoint a Past President to serve the Immediate Past President role on the Board, with all rights and privileges, for the current membership year.

Section 6 The Secretary shall keep minutes of all meetings of the Association and the Board of Directors, and shall authenticate records of the corporation. However, the Board of Directors may delegate any part of these duties to the Executive Director.

Section 7 The Treasurer shall be the financial officer of the Association and keep an accurate account of the receipts, disbursements and property of the Association. The Treasurer shall give a financial report of the Association annually. However, the Board of Directors may delegate any part of these duties to the Executive Director.

Section 8 Without prejudice to the powers conferred by statute, by the Articles of Incorporation, and by these Bylaws, it is expressly declared that the Board of Directors shall have the following powers:

a. To set policy for the Association.

b. To appoint and employ, and at its discretion to remove or suspend, permanently or temporarily, such officers, managers, subordinate managers, assistants, clerks, and agents as it may, from time to time, choose, and to determine and fix their duties, and from time to time to fix and change their salaries and emoluments, and to require such security in such instances and in such amounts as it may determine, and to confer by resolution upon any officer or the corporation the right to choose, remove, or suspend all subordinate officers or agents and to fix and change their salaries;

c. To determine who shall be authorized to sign on the organizations behalf, bills, receipts, endorsements, checks, releases, contracts, and documents;

d. To impose such charges, dues, and/or other assessments as it may deem advisable for the purpose of furthering the Association’s objectives. To provide from time to time for the management of the affairs of the Association in such manner as it may think fit, and in particular, to delegate any powers to any committee, officer, or agent, except:

1. the power to amend these bylaws,

2. the power to elect Directors, and

3. the power to fill vacancies in the membership of the Board of Directors.

Section 9 The Board of Directors shall have the power to fill all vacancies occurring in their number between annual elections.

Article VI Meetings of the Board of Directors

Section 1 The Board of Directors shall hold meetings at such times and places as may be designated by the President, but in no event shall there be less than two such meetings in any calendar year, and a majority of the membership of the Board shall constitute a quorum for the purposes of transacting business.

Section 2 Special meetings of the Board may be called by the Secretary at the request of the President, or upon written request to the President of at least ten percent of the Fellow members of the Association. The object of special meetings shall be stated in the call and no other business shall be transacted.

Section 3 Any Director failing to attend two consecutive meetings of the Board of Directors shall, at the option of the remaining members of the Board, surrender his/her membership on said Board.

Section 4 Unless otherwise provided in the Georgia Nonprofit Corporation Code or the Articles of Incorporation, the vote of a majority of the members present and entitled to vote, at the time of the vote, provided a quorum is present, shall be the act of the Board of Directors.

Section 5 The Board of Directors may act by written consent if two-thirds of the total number of directors in office approve the action.

Article VII Meetings of the Members

Section 1 The Board of Directors shall designate the time and place of the annual meeting of the Association.

Section 2 Special meetings of the membership may be called by the President, or by order of the Board of Directors, or upon written request to the President or Board of Directors of at least ten percent of the Fellow members of the Association. Only those matters referenced in the Notice of Special Meeting may be voted upon at such special meetings.

Section 3 Except as otherwise required by these Bylaws, the Articles of Incorporation of the Association, or the Georgia Nonprofit Corporation Code, the voting members present at any meeting shall constitute a quorum for the transaction of business. Notwithstanding the above, unless 20% or more of the voting members are present, the only matters that may be voted upon at an annual or regular meeting of the members are those matters that are described in the meeting notice.

Section 4 Any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the Association delivers a written ballot to every member entitled to vote on the matter. Such written ballot shall set forth each proposed action; and provide an opportunity to vote for or against each proposed action.

Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirements; state the percentage of approvals necessary to approve each matter other than election of directors; and specify the time by which the ballot must be received by the Association in order to be counted.

Section 5 Notice of all membership meetings, stating the place, time and date, shall be distributed not fewer than ten (10) nor more than sixty (60) days before the meeting date. Notices of special meetings shall state the description of the matters to be discussed at the meeting. Notices of regular meetings shall state such purposes may be as required by law.

Article VIII Judicial Affairs

Section 1 To protect the public against misconduct, any person may, in good faith, submit charges against any member who is believed to have violated the principles of the Code of Ethics of the PA Profession as adopted from AAPA policy, or the rules and regulations of the Association, or who is believed to be otherwise guilty of conduct justifying censure, suspension, or expulsion from the Georgia Association of Physician Assistants.

Section 2 Any such charges shall be submitted to a peer review process. Such process shall follow written procedures approved by the Board of Directors.

Article IX Committees

Section 1 Standing Committees of this organization shall be:

1. Conference Planning
2. Diversity
3. Impaired Practitioner
4. Finance
5. Judicial Affairs and Policy
6. Legislative and Governmental Affairs
7. Membership
8. Past Presidents
9. PA Employer Reimbursement
10. Philanthropy
11. Political Action
12. Professional Liaison
13. Public Education
14. Publications
15. Nominating
16. Regional Liaison Committee
17. Student Affairs

Section 2 The President shall appoint Committee Chairs, subject to the approval of the Board of Directors.

Section 3 Each Committee Chair shall be responsible for the performance of the duties and functions delegated by the Board of Directors or the President. Committees shall hold regular meetings and make periodic written reports to the Board of Directors.

Section 4 The President, with the consent of the Board of Directors, shall have the power to establish ad hoc committees. Each ad hoc committee shall be responsible for the performance of the duties and functions delegated to it by the Board or President.

Article X Charters

The Board of Directors may charter component branches in counties or districts, or may charter student affiliate chapters of the Association.

Article XI Amendments

These Bylaws may be amended or revised by a majority of the members voting on such amendment or revisions. Voting may occur at any regular or special meeting, or by mail ballot. Fellow members shall be notified of proposed amendments at least thirty days prior to the deadline for voting.

Article XII Rules of Order

Robert´s Rules of Order (latest revision) shall be used to conduct business at meetings of the Association and of the Board of Directors and Committees unless other rules of procedure are specified in Policies or resolutions of the Board of Directors provided such policies are not in conflict with the bylaws or applicable law.

The Board of Directors shall resolve any issues related to the interpretation of, and conformance of the Bylaws and Policies of the Association.

Article XIII Indemnification and Insurance

Each person who is or was a director or officer of the Association and each person who is or was a director or officer of the Association who at the request of the Association is serving or has served as an officer, director, partner, joint venturer or trustee of another corporation, partnership, joint venture, trust, or other enterprise shall be indemnified by the Association, and entitled to advancement of expenses of litigation to the fullest extent permitted under the Georgia Nonprofit Corporation Code against those expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement which are allowed to be paid, reimbursed or advanced by the Association under the Georgia Nonprofit Corporation Code and which are actually and reasonably incurred in connection with any action, suit or proceedings, pending or threatened, whether civil, criminal, administrative or investigative, in which such person may be involved by reason of his being or having been a director or officer of this Association or of such other enterprise. Such indemnification shall be made only in accordance with the Georgia Nonprofit Corporation Code and subject to the conditions thereof.

As a condition to any such right of indemnification, the Association may require that it be permitted to participate in the defense of any such action or proceedings through legal counsel designated by the Association and at the expense of the Association.

The Association may purchase and maintain insurance on behalf of any such persons whether or not the Association would have the power to indemnify such officers and directors against any liability under the Georgia Nonprofit Corporation Code. If any expenses or other amounts are paid by way of indemnification other than by court order or by an insurance carrier, the Association shall provide notice of such payment to the members.

Article XIV Executive Director

The Board of Directors shall have the authority to employ, fix the salary and define the duties of an Executive Director or to enter into a contract with a person or firm to provide management services to the Association.

Article XV Miscellaneous

Section 1 The fiscal year of the Association shall be established by the Board of Directors.

Section 2 Electronic Transmission. Notices, mail ballots, and written consents may be transmitted by electronic means. The Association shall maintain reasonable records to verify transmission to the recipient´s address of record and that any mail ballot or written consent received electronically was sent by the person whose name appears on it.

Section 3 The Board of Directors shall provide adequate protection to the Association against infidelity on the part of all officers, employees, and managers who handle funds of the Association by such bond or surety and indemnity, procured at the expense of the Association, as the Board shall deem necessary and proper.

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