ARTICLE I

NAME, PURPOSE, OFFICES

SECTION 1: The name of the organization shall be the Lower Rio Grande Valley Regional Advisory 

            Council on Trauma, Service Area V, Inc., hereinafter referred to as TRAC V.

SECTION 2: These Bylaws (hereafter referred to as the "Bylaws") TRAC V, a non-profit corporation

                ("Corporation" or TRAC V), are adopted effective August 19, 2008, to supersede the previous bylaws and amendments of the Corporation by action of the Directors of the Corporation at a Regular Meeting.

SECTION 3: The principal office for the transaction of the business of this Corporation is located at

1413 Stuart Place Road, Suite C, Harlingen, Texas 78552. The Board of Directors has full power and authority to change the principal office from one location to another.

ARTICLE II

SECTION 1.  A Regional Advisory Council (RAC) is an organized group of local citizens representing

all health care entities within a specified Trauma Service Area (TSA). The following entities will be included in the TRAC V: EMS Providers, Designated Trauma Facilities, Non-designated Trauma Facilities, Physicians, Nurses, First Responders, and Schools.

SECTION 2.  The four counties to be included in TRAC V are Cameron, Hidalgo, Starr and Willacy and are herein called the TRAC V Area.                  

SECTION 3.  A representative from the above mentioned entities will be required to participate with

the TRAC V in order to receive State and Federal funding

ARTICLE III

SECTION 1. The mission of the TRAC V is to facilitate coordination of trauma providers to ensure the

most efficient, consistent, and expeditious care of each individual who experiences an acute injury, by developing and maintaining integrated quality processes in patient care, research, education and prevention.

ARTICLE

SECTION 1.  General Membership Qualifications require that the member reside in TRAC V Area and be:

A.       An individual or individuals designated by a hospital located in the TRAC V Area;

B.       An individual or individuals designated by EMS Services located in the TRAC V Area;

C.      A physician or physicians whose practice involves trauma care within the TRAC V Area;

D.       An individual or individuals designated by an education institution involved in trauma care training located in the TRAC V Area.

SECTION 2.  Special qualifications for hospitals:

A.  Membership status for hospitals/health care facilities shall be provisional for six (6) months.

B.       Continued membership status for hospitals will be dependant on a commitment to trauma care as demonstrated by trauma facility designation or involvement in the designation process as described in 157.125 of the Texas Department of State Health Services Trauma Rules.

C. All new members becoming members after the adoption of these Amended Bylaws are provisional members for the first year after the first meeting, which is attended by such new member.

D.  Physician or Physician Groups who wish to exercise a vote must attend all meetings designated necessary for physician participation by the Board of Directors or by the President of the Corporation.  Notice to Physicians may be given by email, fax or by telephone.  A Physician or Physician Groups may attend a meeting through a designated representative.

SECTION 3.  TRAC V will not discriminate against anyone in the TRAC V Area. Everyone will have an equal opportunity to participate with the RAC.

SECTION 4. Requirements for active participation in the TRAC V membership shall be defined as:

A.       At least one designated member from said facility will attend a minimum of 75% of the RAC general membership meetings each year;

B.       At least one designated member from said facility will attend a minimum of 75% of the RAC’s subcommittee (standing) meetings each year;

C.      Compliance with registry reporting requirements;

D.       Annual submission of affidavit acknowledging utilization of RAC protocol;

E.        Active participation in the RAC Performance Improvement process;

F.        Submission of all financial statements, invoices, and inventory that may be required by the RAC for compliance with grant requirements or sound financial practices in accordance with the timelines established by the RAC Board of Directors.

G.      If the participating voting member is absent from a meeting he or she may designate a written proxy.

H.      Active participation in the Alternative Dispute Resolution Committee.

SECTION 5. Dues will be determined according to the percentage of disproportionate funding the hospitals receive and this amount will be collected on a yearly basis. The dues amount will be determined from the previous year.  Dues for the EMS Providers will be established by the TRAC V  Board of Directors annually and will be collected on an annual basis.  The amount and procedures for the collection of dues and penalty for non payment of dues will be determined by the Board of Directors. 

SECTION 6. Each hospital, EMS Service, and educational institution which has designated membership shall be entitled to cast two (2) votes at any meeting of the Members, except the Provisional Members who shall not vote until completion of their first year as Provisional Members. Any physician or physician group who has become a member shall be entitled to cast one (1) vote at any meeting of the Members. Such vote shall be cast by a Member or Members, provided that a Member may vote by proxy at a meeting of the Members and provided that such proxy is in writing and signed by a Member who would otherwise be authorized to cast the vote or votes which are subject to the proxy and further provided that such proxy is delivered to the Secretary prior to the meeting and made available for inspection by all the Members attending the meeting.

SECTION 1. “Directors”, when used in relation to any power or duty requiring collective action, means “Board of Directors”.

The business and affairs of the Corporation and all corporate powers shall be exercised by or under authority of the Board of Directors, subject to limitation imposed by the Act, the Articles of Incorporation, or these Bylaws. No single entity shall place undue influence on the governance of the Corporation TRAC V.

There shall be the following elected officers from the Directors elected by the Directors annually and each shall serve until the successor of such officer is elected.

A. Chair                                     B. Vice-Chair

C. Secretary                             D. Treasurer

An officer who does not comply with assigned responsibilities may be relieved of office by a majority vote of the Directors. The Chair, with the approval of the Directors, shall appoint a replacement.

SECTION 2.

A.    The Chair shall:

    1. Preside at all meetings of the Directors, General Membership and at any special meeting of the Corporation;

 2.  Make interim appointments as needed with the approval of the Directors;

 3.  Sign all contracts with the Secretary after approval of the Directors;

 4.  Call a special meeting when necessary.

B.       The Vice-Chair shall perform the duties of the Chair and perform such duties as are assigned by the Chair.

C.     The Secretary of the Directors or a person designated by the Secretary shall:

1.     Call the roll;

2.     Determine if a quorum is present;

3.        Record the minutes of all proceedings of the Board and General Membership meetings;

4.        Sign all contracts for the organization with the Chair;

5.        Handle the correspondence of the organization;

6.        Send a General Membership listing to each member;

7.        Present the minutes to each member.

D.    The Treasurer shall:

1.        Assist with financial report for each meeting;

2.     Be responsible for receipts and disbursements of all funds;

3.     Assist with tax-exempt status.

SECTION  3.  The Officers shall serve without salary.

SECTION 1.  The term in office of each director shall be for one (1) year or until his or her successor is elected at a regular meeting or a special meeting of the Directors held for that purpose, in which a quorum of the Directors is present.

SECTION 2.  The number of Directors of this corporation shall be a least fourteen (14), all of whom must be residents of the State of Texas. The number of Directors may be increased or decreased from time to time by amendment of these Bylaws, but no decrease shall be the effect of shortening the term of any incumbent directors.

SECTION 3.  Ten (10) directors shall be appointed by the ten (10) Members, which are hospitals. The Directors of the Corporation will be responsible for appointing three (3) physicians to be advisory members of the Corporation. The President or Chair of the South Texas Trauma Coordinators may not hold a position as a director of the corporation but will act as an ex-officio member of the Board of Directors of the Corporation. One (1) Director shall be elected from each of Cameron, Willacy, Hidalgo, and Starr Counties by a majority vote of the active Directors of the Corporation at a regular meeting or a special meeting of the Directors held for that purpose, in which a quorum of the Directors is present.  Each of these four (4) Directors shall be an individual who is an employee or agent of an EMS provider and who has been designated by that EMS provider as a candidate for Director.  Entities with multiple facilities may designate one person to act as Director for all its entities and such person shall have one vote for each facility at meetings of the Directors of the Corporation.

SECTION 4. The Board of Directors may declare vacant the office of a Director in any of the following cases: (a) if he/she is adjudged incompetent by an order of the court; (b) if he/she is convicted of a felony; or (c) if within sixty (60) days after notice of election, he/she does not accept the office either in writing or by attending a meeting of the Board of Directors.

Vacancies in the Board of Directors shall exist in the case of happening of any of these events: (a) the death, resignation, or removal of any Director, or (b) the authorized number of Directors is increased.

In the event that the office of the Chair of the Directors becomes vacant, the Vice Chair will succeed the Chair and hold office for the unexpired Chair’s term.  After completion of the vacant Chair’s term, the Directors shall elect a Chair. If the office of the Vice-Chair, Secretary, or Treasurer, becomes vacant by reason of death, resignation, removal, or otherwise, the Directors shall elect a successor who shall hold office for the unexpired term and until his successor is elected after expiration of the term.  Vacancies may be filled by majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each director so elected shall hold office until his successor is elected at an annual, regular or special meeting of the Directors.

SECTION 5. Any officer may be removed, either with or without cause, by a majority of the Directors, at any regular, or special meeting, provided however, that the removal shall be without prejudice to the contract rights, if any, of the person removed. Any officer may resign at any time by giving written notice to the Directors, the Chair, or the Secretary of the Corporation. Any resignation shall take effect at the date of receipt of that notice or any time specified therein, and, unless otherwise specified therein, the acceptance of that resignation shall not be necessary to make it effective. Any director failing to attend 75% of the Board Meetings in the contracts year may be removed from office by vote of a majority of the Directors.  If a hospital director is removed, the hospital shall be requested to appoint a new director to finish the current term.  If an EMS Director is removed, the EMS Provider, which employs that director, shall be requested to appoint a new director to finish the current term.  A director may vote by a proxy given to another director authorizing the proxy to vote for the absent director.  A proxy may be given at any meeting of the directors and such proxy shall be filed with minutes of the meeting or meetings for which it is effective.

SECTION 6.  Directors shall not receive compensation for their services as Directors. Any Director may serve the Corporation in any other capacity as an officer, agent, and employee or otherwise and receive compensation.

ARTICLE

SECTION 1. Meetings of the Directors will be held at least quarterly, the date and place of the next meeting being determined at the end of each meeting.

The Chair shall call a special meeting of the Board of Directors, or of the Members, of this Corporation, or if he/she is absent, is unable to, or refuses to act; a special meeting shall be called by the Vice-Chair or by any two Directors.

General Membership meetings shall be held at least quarterly, the date and place of the next meeting being determined at the end of each meeting.

Written notice of the time, place, and purpose of special meetings of the Board of Directors, or Members, shall be delivered to each Director or Member personally, via mail, e-mail, fax, or by phone at least five (5) days before the meeting. If the address of a Director, or Member, is not shown on the records and is not readily ascertainable, notice shall be addressed to him in the city or place in which the meetings of the Directors, or members, are regularly held. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors, or members, if the time and place are fixed at the meeting adjourned.

SECTION 2. A majority of the Directors constitutes a quorum of the Board for transaction of business.  A quorum for conducting the business of the Board shall not be less than eight (8) of the members. 

A quorum for conducting the business of the Members shall be not less than one half (1/2) of the voting Members present, either in person or by proxy.

SECTION 3. Every action or decision made by a majority of the Directors present at any meeting duly held at which a quorum is present is the action of the Board of Directors. Each Director who is present at a meeting will be deemed to have assented to any action taken at such meeting unless his/her dissent to the action is entered in the minutes of the meeting, or unless he/she shall file his/her written dissent thereto with the Secretary of the meeting or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after such meeting.

Any action required or permitted to be taken by the Board of Directors under any provision of the Texas Business Corporation Act may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors. Any certificate or other document filed under any provision of the Act which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors to so act, and such statement shall be prima facie evidence of such authority.

SECTION 4.  At every meeting of the Board of Directors, the Chair of the Board of Directors, or in his/her absence, the Vice-Chair or in the absence of such designation, a Chair chosen by a majority of the Directors present, shall preside as Chair. The Secretary of the Corporation shall act as Secretary of the Board of Director. In the case the Secretary shall be absent from any meeting, the Chair may appoint any person to act as Secretary of the meeting.

SECTION 5.  Subject to the provisions for notice required by these Bylaws and the Act for notice of meetings, Directors may participate in and hold a meeting by means of conference telephone or other communications equipment by which all persons participating in the meeting can hear each other. Participation in the meeting held by conference telephone or other communications equipment shall constitute presence in person at the meeting, except when a person participates in a meeting for the sole purpose of protesting to the transaction of any business on the ground that the meeting is not lawfully called or concerned.

SECTION 6. In the absence of a quorum, a majority of the Directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board.

SECTION 7.  Notice of time and place of a re-scheduled meeting that was adjourned need not be given to absent Directors if the re-scheduled meeting will be at the next regular meeting of the Board and the time and place has been previously provided.

SECTION 1.  The Board of Directors, by an affirmative vote, may appoint committees, which shall have and may exercise such powers as shall be conferred or authorized by resolution of the Board. A majority of any such committee may determine its action and fix the time and place of its meeting unless the Board of Directors shall otherwise direct.  The Board of Directors shall have power at any time to change the powers and members of any such committee, to fill vacancies, and to dispose of any such committee.

SECTION 2.  Standing committees shall be comprised of:

A.       Ad-Hoc Committee;

B.       Allied Health Committee;

C.       Education Committee;

D.       Finance Committee;

E.       Injury Prevention/Public Education;

F.        PreHospital, Disaster and Communications Committee;

G.       South Texas Trauma Coordinators;

H.       Quality Assurance/Performance Improvement/Alternative Dispute Resolution Committee; and

I.         Bylaw Committee.

J. Stroke Committee.

J

Standing committees will meet at the quarterly general membership meetings. All standing committees are able to meet in between such meetings to complete projects they are working on.

SECTION 3.  The Chair and Co-Chair position of each committee will be determined at the first meeting of the New Year by each committee member. The Chair/Co-Chair will present a report at each general membership meeting. 

SECTION 4.  A quorum of at least ½ half of the members of the committees will be present to hold a voting meeting.

SECTION 5.  The Board of Directors by affirmative vote shall have the authority at any time to change the responsibilities and composition, or dissolve any standing committees.

ARTICLE IX

FISCAL POLICIES

SECTION 1. The Directors shall determine the fiscal year of the Corporation.

SECTION 2.  The TRAC V will follow the US Generally Accepted Accounting Standards.  At each Board of Directors meeting, the Board will review the financial statements presented. The TRAC V office will retain the financial reports in their office.

SECTION 3.  An annual report will be completed by the TRAC V Regional Administrator for approval from the Board of Directors and then submitted to the Texas Department of State Health Services.

SECTION 4.  The TRAC V Regional Administrator along with the Finance Committee will develop the operating budget for each year and present it to the Board of Directors for approval.  The budget will be adopted when approved by the Directors.

SECTION 5.  The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any specified purpose of the Corporation with no personal gain or profit.

SECTION 6.  The Corporation may not indemnify any person who was, is, or is threatened to be named defendant or respondent in a proceeding, whether civil, criminal, administrative, arbitrative, or investigative.

SECTION 7.  The Corporation will undergo different types of audits according to the amount of funds received state and federally.

SECTION 8.  A check request form must be completed for all account payables and approved by the Administrator and Treasurer.  Should a RAC Member or office personnel incur unexpected cost, a reimbursement request form must be completed along with invoice and/or receipts attached.  The Treasurer will review and approve payment.

SECTION 9.  The Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or in pledge its credit or to render it liable pecuniary for any purpose or to any amount.

Unless otherwise specifically determined by the Directors, or otherwise required by law, formal contracts of the Corporation, promissory notes, deeds of trust, mortgages and other evidence of indebtedness of the Corporation and other corporate instruments or documents, and certificates shares of stock owned by the Corporation, shall be executed, signed or endorsed by the President or Vice President, and may have the corporate seal affixed thereto.

SECTION 10.  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation with such banks, trust companies, or other depositories as the Directors may select or as may be selected by any officer or officers, agent or agents of the Corporation to whom such power may be delegated by the Directors. A Director shall sign all checks including payroll checks  and two Directors shall sign checks in excess of $500.00.

SECTION 11.  Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories may be made without countersignature by the Chair, Vice-Chair, Treasurer, or by any other officer or agent of the Corporation to whom the Directors, by resolution shall have delegated such power, or by hand-stamped impression in the name of the Corporation.

SECTION 12. All checks, drafts, or other order for payment of money, notes or other evidences of indebtedness, issues in the name of or payable to the Corporation shall be signed or endorsed by such person or persons and in such manner as shall be determined by resolution of the Directors.

ARTICLE X

SECTION 1. All Board of Directors and General Membership meetings shall be conducted under the current guidelines of Robert’s Rule of order and in compliance with Texas law.

ARTICLE XI

RECORDS

SECTION 1.  The Corporation shall keep at its principal office, or such place as the Directors may order, a book of minutes of all meetings of its Directors and General Membership, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, and the names of those present.

SECTION 2.  The Corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital surplus and shares. Any surplus, including earned surplus, paid in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account.

All meetings of the Board and General Membership shall be held in full compliance with the Texas Open Meetings Act, as amended.

SECTION 1.  The Regional Administrator will serve as the administrator of the Corporation. The Regional Administrator will be responsible for the management and operation of the organization, including the performance and discharge of powers, duties and functions necessary to carry out the policies of the Board. The Regional Administrator reports to the Chair and serves at the will of the Board of Directors. The Regional Administrator will establish management procedures and delegate responsibilities applicable to the office management. He or she is charged with the administration of personnel procedures and will be the final authority concerning personnel consistent with Board policy. The Regional Administrator shall also perform other duties and responsibilities as delegated by the Board.  The Regional Administrator shall be appointed by the Directors and may be removed by the Directors.

SECTION 1. As long as the Corporation is in existence, and except with the prior approval of the Board of Directors, no Director, officer, or committee members of the Corporation shall:

(a)  Commit any act in violation of the Bylaws or a binding obligation of the Corporation;

(b)  Commit any act with the intention of harming the Corporation or any of its operations;

(c)  Commit any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Corporation;

(d)  Receive any improper personal benefit from the operation of the Corporation.

(e)  Use the assets of this Corporation, directly or indirectly, for any purpose other than carrying on the business of the Corporation;

(f)  Wrongfully transfer or dispose of Corporation property, including intangible property such as good will;

(g)  Use the name of the Corporation or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of business;

(h)  Disclose any of the Corporation’s business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it;

(i)  Enter into any transactions in which he/she has a financial interest.  

SECTION 1.  Upon the dissolution of the organization, the Directors shall, after paying or making provision for payment of all of the liabilities of the organization, dispose of all of the assets of the organization exclusively for the purposes of the organization in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Directors shall determine.  Any such assets not so disposed of shall be disposed of by a State District Court of the county in which the principal office of the organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XV

AMENDMENTS

SECTION 1.  Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the Directors.

Adopted by the Directors on the 19th of August, 2008.

Lower Rio Grande Valley Regional Advisory Council on Trauma Service Area V, Inc.

Attest__Ingrid Steinbach________

          Ingrid Steinbach, Secretary