Kentucky Institute of Medicine™

By-Laws:

Article I
Purpose and Objective

The Charter of the Kentucky Institute of MedicineTM (hereafter referred to as the “Institute” or “KIOM”) stated the purpose of the Institute in the following terms:

The mission of the Institute is to improve the health of the people of Kentucky by providing objective, evidence-based advice concerning health and health care to policy makers, professionals, leaders of society and the public. The mission of the Institute embraces the health of all of the people of Kentucky.

The Institute accomplishes this mission by sponsoring research, collecting and analyzing information, and developing a consensus among the members of the Institute about issues relating to health care that are in the best interest of the public. The Institute will respond to requests from outside sources for analysis and advice when this will aid in forming a basis for health policy decisions.

Article II
Offices

The principal office of the KIOM will be staffed by the Office of Health Research and Development (hereafter referred to as “OHRD”) at the University of Kentucky in the City of Lexington, County of Fayette, State of Kentucky. Once the Institute has been established and in operation, the Board of Governors of the Institute shall determine location(s) and staffing necessary for its continued operation.

Article III
Board of Governors and Directors—Executive Committee


1. BOARD OF GOVERNORS
The Institute shall be governed by a Board of Governors, composed of ten (10) members. The initial Board of Governors shall be appointed by OHRD, to serve the following terms:

Four governors to serve one year
Three governors to serve two years
Three governors to serve three years

Thereafter, all governors shall serve a term of two years, such appointments shall be made by election as hereinafter provided. Members of the Board of Governors are eligible for re-election to one additional term of two years.

Any Board member who is absent from three consecutive regular meetings without giving prior notice to an officer of the KIOM may at the discretion of the Board be regarded as having resigned from the Board, thus opening a vacancy to be filled as the Bylaws allow. Vacancies, should they occur with more than six months remaining in the current term of office, shall be filled by election by the current members of the Board of Governors.

The Board of Governors shall have two standing committees: the Membership Committee and the Nominating Committee, consisting of three members each appointed by the Chair. The Board of Governors shall have the power to appoint such other committees and task forces as it deems necessary.

The Board of Governors shall have the power to use a corporate seal, to contract and be contracted with, to procure facilities, to employ an Executive Director and staff, to receive and administer funds, and to review and approve nominees received from the Membership Committee and the Nominating Committee for submission to the full membership for election. The Board of Governors shall fix annual dues for membership, if it deems such action necessary.

The Board of Governors shall meet at least quarterly, but may hold special meetings on call of the Chair, Executive Director, or any five board members other than
the Chair.

2. CHAIR AND CO-CHAIR
The Board of Governors shall elect annually from its members a Chair and Co-Chair. The Chair shall have the power to appoint such officers, committees, and task forces of the Board of Governors as the Chair deems necessary and to designate the Committee Chair. All Committee actions shall be subject to Board approval.

The Chair is the presiding officer at the meetings of the Board, the Executive Committee and the annual meetings of the Institute.
The Co-Chair shall assist the Chair as requested and shall replace the Chair in the event of the Chair’s absence, temporary or permanent.

3. EXECUTIVE DIRECTOR
The Executive Director, as chief administrative officer, is responsible for the operation of the Institute. The Executive Director’s responsibilities include cooperating with and assisting the Chair, the Board of Governors and the Members in pursuing the objectives of the KIOM as set forth in the Bylaws. The Executive Director will be an ex-officio, non-voting member of the Board of Governors and Executive Committee.
The Executive Director shall maintain official actions and records of the organization.

The Executive Director shall have charge and custody of and shall be responsible for all funds and securities of the KIOM; see that records are maintained which accurately reflect sources of income and purposes of disbursement and be responsible for recovering and disbursing funds of the KIOM; have prepared and audited, as provided herein below in Article VI, financial reports for each fiscal year and when otherwise deemed necessary and submit such reports to the Board of Governors, and perform other duties as may be assigned to the office from time to time by the Chair or by the Board of Governors.

4. EXECUTIVE COMMITTEE
The Executive Committee shall consist of the Chair, Co-Chair and Executive Director. It shall meet at the call of the Chair or Executive Director, and shall have full powers of the Board, except to amend the Bylaws, when acting between board meetings. All actions of the Executive Committee shall be ratified or disapproved by the Board of Governors at its next meeting.

5. ACTION OF THE BOARD
Unless otherwise required by law, the vote of a majority of the governors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each governor present shall have one vote.

6. PLACE AND TIME OF BOARD MEETING
The Board shall hold its meetings at the principal office of the Institute, on the third Wednesday of every month or as otherwise determined by the Membership at its annual meeting.

7. COMPENSATION
No compensation shall be paid to the governors, as such, for their services to the Institute.

Article IV
Membership


KIOM membership is not to exceed 100 active individuals. At least twenty percent of the membership must be selected from professions other than those primarily related to medicine and healthcare. The membership shall be distinguished and influential leaders from the major health professions, the hospital industry, the health insurance industry, State and County governments and other political units, education, business and industry, the universities, and the university medical centers. The Policies and Procedures: Election of Members is attached hereto as Exhibit “A.”
Terms of members shall be five years, but members may be re-appointed for one additional term (for a total term limit of 10 years) if on review the Board of Governors, there has been evidence of continuing active involvement in the affairs of the KIOM. To retain membership KIOM members must reside in the state of Kentucky. Upon recommendation of the Membership Committee, and approval by the Board of Governors, a KIOM member can be removed from membership if they commit conduct unbecoming a member of the Kentucky Institute of Medicine as judged by the Board of Governors.

The members shall meet at least annually, or more often upon call of the Board of Governors, and shall elect the Board of Governors and transact such other business as shall come before them.

Members who wish to be relieved of normal committee responsibilities may elect to hold the status of “alumni member”.

Article V
Operations and Staff


The Board of Governors is empowered to employ such staff persons the Board shall deem necessary to the efficient operation of the Institute.

Article VI
Books and records—Notices—Audits—Fiscal Year—Quorum


1. BOOKS AND RECORDS
The Institute shall keep complete books and records of account and shall keep minutes of the meetings of the Board of Governors and annual membership meetings. It shall keep a record of the names and addresses of the members.

2. NOTICE OF REGULAR MEETINGS
Notices of each regular meeting of the Board of Governors shall be given by telephone, fax or email at least three days in advance.

3. NOTICE OF ANNUAL MEETING
Notice of the annual meeting of members shall be given in writing at least thirty (30) days in advance.

4. AUDITS
There shall be an annual audit of the financial records of the KIOM by the University of Kentucky auditors. If KIOM shall separate from the University of Kentucky, the annual audits shall be performed by an independent audit firm. The Board of Governors may request an audit any time it deems one appropriate.

5. FISCAL YEAR
The fiscal year of the KIOM shall be July 1 through June 30 of each year.

6. QUORUM
A majority of the actively serving Board of Governors shall be a quorum of that body for the transaction of business. Directors may vote by proxy, electronic (e-mail), or telephone.

Twenty-five percent (25%) of the total number of active members of the Institute shall constitute a quorum of that body for the transaction of business. Mail ballots of the membership may be used in lieu of an actual meeting.

A majority of any Committee appointed by the Chair shall constitute a quorum.

A majority of Executive Committee shall constitute a quorum of that Committee. Members of the Executive Committee may vote by mail, electronic (e-mail), or telephone.

Article VII
Revisions to Bylaws


All revisions to the Bylaws of the Institute will be voted on by the Board of Governors of the Institute and will be adopted by a two-thirds (2/3) vote of the membership of the Institute, provided that thirty (30) days written notice of the revision is given to all of the members. Without thirty (30) days notice, any revision of the Bylaws will require a unanimous vote of the membership.

These BYLAWS were adopted by the Membership
by ballot on the September, 2005 and approved by the Board of Governors on the 18th day of January, 2006.

These BYLAWS Amended by the Membership on April 26, 2007 at the Annual Meeting.

These BYLAWS Amended by the Membership on October 24, 2007 by ballot.

______________________________
CHAIR, OF BOARD OF GOVERNORS

 

 

KENTUCKY INSTITUTE OF MEDICINE™

POLICIES AND PROCEDURES:

ELECTION OF MEMBERS

 

1) Nominations
a) Eligibility for Election
i) Membership in the Kentucky Institute of Medicine™ is based on (Article IV KIOM By-Laws):
(1) Resident of the State of Kentucky, distinguished professional achievement, recognition by peers for their accomplishment and personal integrity
(2) Demonstrated and continued interest with the issues of health care, prevention diagnosis and treatment of disease, health professions education, or research in these areas;
(3) Skills and resources likely to contribute to the Institute's tasks of assessing current knowledge, conducting studies, and considering policy issues; and developing written reports reflecting conclusions about health policy issues; and
(4) Willingness to be an active participant in the Institute.
b) Who May Nominate
i) Any member may sponsor a candidate for membership to the KIOM.
c) Nomination Process
i) A call for nominations is sent to all KIOM members on or about July 1st. Nominations must be received no later than 60 days after the call for nominations is made.
ii) A new nomination form must be completed for each candidate regardless of whether a candidate was nominated previously. The nomination form must be accompanied by the nominee’s curriculum vitae. There must be a seconding letter prepared by a member of the KIOM which also reflects how the candidate meets the eligibility criteria. No additional letters of support, beyond the required materials, are accepted or appropriate from any source.
iii) It is permissible for members to discuss the nomination with a prospective nominee to obtain relevant information. However, ultimate responsibility for assembling the information and submitting the nomination lies with the sponsor.
d) Integrity of the Process
i) Nominations for membership in the KIOM are considered privileged and confidential.
ii) Campaigning for candidates is not permitted.2) Membership Committee
a) The Membership Committee will review all nominations. The list of candidates will be made available to the Membership Committee in advance of the meeting for their review.
b) Discipline, geographic location, expertise or under-represented group will be considered in the selection process.
c) Staff suggestions
i) KIOM staff may also make recommendations to the executive director of KIOM for nomination to membership. The membership committee will consider the nominee, who is required to provide the same level of documentation of eligibility as other nominees.
d) The nominees receiving a majority vote of the Membership Committee will be listed on the slate.
e) This slate is reviewed by the Membership Committee chair before being forwarded to the Board of Governors for review and consent.
3) Confirmation for KIOM Membership
a) The slate will then be sent to the KIOM membership for a vote.
b) A two-thirds (2/3) vote of the KIOM membership is required for confirmation of a nominee.
c) New members will be introduced at the annual meeting.
4) Alumni Members
a) After a service of one (1) term, of which two terms are allowed, a member may elect to become an Alumni Member. Alumni members are relieved of normal committee responsibilities. Alumni members have all the rights and privileges of regular members except the right to vote, hold elective office, or make motions at membership meetings. As Alumni members are considered inactive, they are not considered as part of the 100 member count.