ByLaws of the organization:
The Permanente Medical Group Retired Physicians’ Association By-Laws
(Revised January,2024)
Article I: Name
The name of the organization shall be The Permanente Medical Group Retired Physicians’ Association, hereafter called the “Association”. Membership consists of Kaiser Permanente retired physicians and podiatrists that have joined the Association. Physicians in this document shall hereafter include podiatrists.
Article II: Not-for-Profit
The Association is not-for-profit, created as a social 501(c)7 organization compliant with both Federal and State regulations. Any net earnings, including investment income, shall be used exclusively for charitable purposes. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, either directly or indirectly.
Article III: Objectives
The objectives of the Association shall be to retain and encourage relationship with retired colleagues, to share experiences and keep abreast of changes in care as provided by The Permanente Medical Group (TPMG) and the Kaiser Foundation Health Plan.
These objectives may be implemented in the following manner:
Sharing topics and information of common interest with members through e-mail, selected speakers, and a periodic newsletter;
Informal liaison between the Association and TPMG Board of Directors , where information sharing is deemed compliant with 501(c)7 status;
Acting as an information and gateway resource for physician services, where such activities are appropriate and beneficial to the community.
Article IV: Relationship to TPMG
The members of the Association are governed by the retirement policies specified in the Policy Manual of TPMG.
The Association seeks input from TPMG only insofar as compliant with 501(c)7 status.
Article V: Membership
Eligibility: Membership shall be open to physicians who remain TPMG members, having retired in good standing. Newly retired physicians shall be granted immediate membership; continuing membership shall be contingent upon annual dues payment, excepting those who are honorary members or request for waived payment has been made and accepted by the Treasurer. Any discontinued period of membership may be reinstated by payment of current year dues without any back payment penalty.
Dues: Dues shall be established by vote of a membership quorum (20). Timely payment of dues is required for membership, exempting only honorary membership.
Honorary membership: Honorary membership may be extended to any layperson or physician, now or formerly active in the Kaiser Permanente medical entities, not otherwise eligible.
Honorary members do not pay dues, but will pay the same fees charged members who attend any particular quarterly luncheon membership meeting.
Honorary members will be newsletter recipients.
Any regular member of the Association may submit a nominee for honorary membership. Honorary members may also be nominated for Board positions. Both honorary Association membership and/or nomination of such individual for any Board position, requires Board approval.
The spouses of deceased physician members of the Association and deceased active TPMG physicians shall be eligible for membership on the same terms as those prescribed for all honorary members. The surviving spouse will be invited to become an honorary member, receiving the same benefits.
Membership Termination: This action shall occur with cause as determined by the Governing Board and includes failed payment of annual dues or assessments required of member(s), unless otherwise waived by the Treasurer as per Article V, Part A.
Article VI: Meeting of Members
General Meetings shall be called for in matters that require timely response or matters incompletely addressed at the regular Quarterly Luncheon Meetings.
Notice of General Meetings shall be made by email announcement no less than two weeks prior to the meeting date. Such meeting may be called by majority of the Board or by the President or by written request submitted by ten Association members. General meeting purpose as well as time and location will be provided to members. All membership meetings shall require twenty (20) active members as quorum for discussion and voting purposes. Any decision proposed as outcome of discussion must receive majority vote approval.
Article VII: Officers
The Officers of the Association shall consist of President, Vice-President, Secretary and Treasurer. All Officers shall accept their elected role as voluntary without financial benefit.
Duties of Officers
The President shall preside at all meetings of the membership and the Governing Board. The President shall act as official spokesman for the Association, but may designate another officer to act in his/her place.
The principal duty of the Vice-President shall be to assume the duty of the President in the event that the President is unable for any reason.
The principal duty of the Secretary shall be to keep and retain minutes of the proceedings in meetings of the Governing Board. These minutes are subsequently presented to Board members for any edits and approval before becoming a matter of record. The Secretary is also responsible for overseeing and managing content of the RPA Newsletter and any ad hoc email postings to membership.
The principal duty of the Treasurer shall be to monitor the funding needs of the Association and retain proper records of its financial affairs, including membership fees, needed insurances, investments and disbursements, and timely filing of FTB and IRS tax forms as requisite to 501(c)7 status.The Treasurer may invest funds in excess of those needed for operations, as agreed upon by the Governing Board and in accord with 501(c)7 status. Operating funds are to be maintained with a minimum of $7,500 on deposit. Annual review of RPA financial records for the past calendar year shall be undertaken at the April Governing Board meeting of the succeeding year.
Elections and Terms
The President, Vice-President, Secretary, and Treasurer shall be nominated by a nominating committee of the Governing Board. These nominees shall be presented at either the last regular membership luncheon meeting of the calendar year or a general meeting, also before the end of the calendar year. Other nominations for these offices may be made from the floor or may be submitted in writing to the Board prior to the meeting when such a vote takes place. Membership will be notified at least two weeks in advance of the meeting when nominations and voting will occur. Majority membership vote, assuming quorum (20) in attendance, may be called for the entire slate of Board selected nominees, or individual nominee votes may be requested by any member present. At the first Governing Board meeting then convened the elected officers will appoint or reappoint the other members of the Board for the calendar year.
The terms for all Association officers and selected members of the Governing Board are for one calendar year. Any Association officer or elected member of the Governing Board may be re-elected to successive terms without limitation as to years served.
The Vice-President and the Secretary shall succeed in that order to the office of President in case of absence or disability and shall discharge the duties of the President in his/her absence. In the event of permanent vacancy of an office, an election at the next membership meeting will be held to fill that office, or any vacated office, with the nomination process as previously specified, the vote approved officer fulfilling that role for remainder of the calendar year.
Article VIII: Governing Board
The Governing Board shall consist of the officers of the Association plus members selected by those officers. A minimum of 10 members shall serve on the Board.
A quorum of the Governing Board shall consist of a majority of the total number of the Board.
Honorary members may serve as voting members on the Governing Board as well as hold office on the Board.
Governing Board Meetings: Meetings may be held at any time and any place. Notice of meetings shall be provided to each Board member. Meetings may be in person or by videoconference as per the President or selected officer leading the meetings. A meeting quorum shall consist of a majority of Board members. At the discretion of the President some business items may be accomplished by email or phone. Regular meetings shall abide by usual order of business and preceded by review and approval of minutes as provided by the Secretary.
Powers of the Governing Board:
The Governing Board shall have the power to act for and on behalf of the membership between membership meetings.
It shall establish all committees and appoint members thereto.
It shall establish the agenda for membership meetings.
The Board may release names of members only with specific consent to do so, such consent provided in writing by the member(s) named in such a request and submitted to the Governing Board, specifying to whom the release is authorized. N.B.The membership roll is to be used only for Association purposes.
The Governing Board may donate funds from the treasury to charities consistent with its 501(c)7 status.
Article IX: Committees
The Governing Board shall be empowered to establish such committees as are necessary to conduct the business of the Association or to facilitate its objectives. Committee membership as per Article VIII, D.2.
The following committees may be established; other ad hoc committees according to need.
Agenda
Program
Audit
Investment
Charitable gifts
Nominations