CBRAC BYLAWS Revised July 2017
Trauma Service Area U
Download PDF: Member Bylaws
ARTICLE I – NAME, PURPOSE
SECTION 1: The name of the organization shall be Coastal Bend Regional Advisory Council on Trauma Service Area U.
SECTION 2: These Bylaws (referred to as “Bylaws”) govern the affairs of the Coastal Bend Regional Advisory Council (CBRAC), Trauma Service Area “U,” a 501 (c) (3) nonprofit corporation.
SECTION 3: MISSION STATEMENT
The Mission of the Coastal Bend Regional Advisory Council Trauma Service Area U (CBRAC-U) is:
To reduce death/disability related to trauma, acute illness, injury and disaster through implementation of appropriate education and well-planned, coordinated disaster and emergency response systems.
SECTION 4: Coastal Bend Regional Advisory Council Trauma Service Area U (CBRAC-U) is a communications network chartered by the Texas Department of State Health Services, Bureau of Emergency Management Services. The primary responsibility of CBRAC-U is to oversee and maintain a regional Trauma System Plan.
SECTION 5: TRAUMA SYSTEM PLAN
The Trauma System Plan is designed to decrease mortality, morbidity and the cost of trauma to our community. This plan provides established protocols which standardize and improve the treatment, transportation and ultimately the outcome of the trauma patient. All participating EMS providers and medical facilities within Trauma Service Area U adhere to the same Trauma System Plan which provides a coordinated regional approach to the care of the trauma patient.
The plan shall meet at a minimum the requirements of the Texas Department of State Health Services, and may include but is not limited to:
- Access to the System
- Medical Advisory
- Pre-Hospital Triage
- Bypass Protocols
- Diversion Protocols
- Regional Medical Control
- Facility Triage
- Inter-facility Transfers
- Assist in Trauma Facility Designation, including identification of the Lead Facility
- Quality Improvement, including Outcome Evaluation
- Professional Education
- Disaster Planning, including Mass Casualty Incident
- System Status Development
- Data Management, including TSA -U Trauma Registry Data
- Funding, Budgeting/Finance Planning
- Strategic Planning
ARTICLE II – MEMBERSHIP
SECTION 1: General Membership qualifications require members of the Coastal Bend Regional Advisory Council reside in TSA-U or represent a participating entity within TSA-U.
SECTION 2: Voting Membership Qualifications
- The voting members shall be at least 18 years of age and consist of the following:
- A participating representative from each licensed hospital located in TSA-U.
- A participating representative from each licensed EMS agency providing services within TSA-U.
- Any physician participating in the CBRAC who meets membership requirements.
- If the participating voting member is absent from a meeting they may designate a written proxy.
- Each participating voting member shall be allowed one vote, by proxy or by person. Proxy will be from the same facility or agency.
SECTION 3: Participation Requirements
Requirements for active participation in Coastal Bend Regional Advisory Council Membership shall be defined annually (September 1st – August 31st) as:
- Minimum required attendance is 4 (four) of 6 (six) bi-monthly General Membership meetings. Meetings will be held in September, November, January, March, May and July from 10am – 12:30pm.
- Minimum required attendance is 4 (four) of 6 (six) Standing Committee meetings. Committee meetings will be held prior to the General Membership meetings starting at 9am. See Addendum C, or go to cbrac.org for a list of committees.
- Compliance with state registry reporting requirements.
- Annual submission of affidavit acknowledging utilization of CBRAC protocol.
- Active participation in CBRAC Performance Improvement process.
- Submission of all financial statements, invoices, and inventory that may be required by CBRAC for compliance with grant requirements or sound financial practices in accordance with the timelines established by CBRAC Board of
- New members will join a standing committee within 30 days of becoming a member.
- Each EMS Agency, Hospital, or individual member must pay the appropriate annual dues.
- Membership Dues. (See Addendum B)
The Board may set and change the amount of the membership dues. Members whose dues are delinquent shall lose their privileges until all delinquent dues are fully paid.
A former Member may be required by the Board to submit a written request for reinstatement into the Organization. The Board or a duly authorized committee designated to handle such matters may reinstate Members on any reasonable terms that the Board or said committee deems appropriate.
- All Member Agencies will register in the regional mass notification system within 30 days of becoming a member.
ARTICLE III – MEETINGS
SECTION 1: The Coastal Bend Regional Advisory Council meetings shall be:
- Regular meetings of the Board shall be held monthly. See cbrac.org for dates/times.
- Bi-monthly General Membership meetings. Meetings will be held in September, November, January, March, May and July from 10am – 12:30pm. See cbrac.org for meeting reminders.
- Standing Committees will meet a minimum of six times annually. Committee meetings will be held prior to the General Membership meetings starting at 9am. Additional meetings may be by email, phone or face to face as determined by Committee Chair.
- Meeting dates are subject to change by the Board. Notice of any changes will
be posted on cbrac.org and sent out via Listserver.
SECTION 2: Conduct of Meetings
All Board of Directors and General Membership meetings shall be conducted under the current guidelines of Robert’s Rules of Order and in full compliance with Texas law.
SECTION 3: Electronic Meetings
Subject to the provisions for notice required by these Bylaws and the Act for notice of meetings, Directors and Committee meetings may participate in and hold a meeting by means of conference call or other electronic communications equipment by which all persons participating in the meeting can communicate with each other. Participation in the meeting shall constitute presence in person at the meeting.
SECTION 4: Special Meeting
The Chair may call special meetings of the Board of Directors. If he/she refuses to act, special meetings may be called by written action of three Directors.
SECTION 5: Quorum
A quorum for conducting the business of the General Membership shall be more than half (51%) of The Board of Directors.
SECTION 6: Notice of Special Meeting
Notice of the time, place, and purpose of a special meeting of the Board of Directors shall be delivered to each director by electronic or other form of written communication, at least 72 hours before the meeting whenever possible.
ARTICLE IV – BOARD OF DIRECTORS
SECTION 1: Board Role, Size, and Compensation.
- The business and affairs of CBRAC and all corporate powers shall be exercised by or under authority of the Board of Directors, subject to limitation imposed by the Articles of Incorporation, or these Bylaws.
- The number of Directors of this CBRAC shall be at least five (5) but no more than fourteen (14), all of whom must be at least twenty-one years of age and be residents of TSA-U. The number of Directors may be increased or decreased by amendment to these Bylaws, but no-decrease shall have the effect of shortening the term of any incumbent directors. (See Addendum C for Board configuration)
- Directors shall not receive compensation for their services as a member of the Any Director may serve CBRAC in any other capacity as an officer, agent, employee, or otherwise. Directors may receive compensation for duties not related to their position as a Director.
- “Directors,” when used in relation to any power or duty requiring collective action, means “Board of Directors.”
SECTION 2: Board Elections.
- The Board of Directors will be elected to office by the majority vote of designated voting members present at the General Membership meeting immediately preceding the end of the fiscal year. Note since the General Membership is held bi- monthly the election would be held in July and newly voted board will take office immediately.
- Nominations for office are to be submitted to the Executive Director and the Secretary, after the nominee has been contacted to assure acceptance of the nomination.
SECTION 3: Terms.
The Directors named in the articles shall hold office for a period of two (2) years, or until their successors are elected and qualified as provided herein.
SECTION 4: Quorum.
A quorum for conducting the business of the Board shall be more than half (51%) of all members before business can be transacted or motions made or passed.
SECTION 5: Notice.
An official Board meeting requires that each Board member have written notice via electronic mail 72 hours in advance whenever possible. Posting notice to the organizations Website and/or Listserver shall constitute written notice.
SECTION 6: Officers and Duties.
- The Executive Board of Directors shall be nominated from the General Membership and elected by written ballot submitted by the designated voting membership.
- Executive Board Terms Of Office:
- Chair – 2 year term, elected in even years.
- Vice Chair – 2 year term, elected in odd years.
- Secretary– 2 year term, elected in even years.
- Treasurer– 2 year term, elected in odd years.
- General duties of Executive Board Members:
- Perform duties assigned by chair.
- Acts as resource to committees
- Check signing capability.
- Reports to Board.
- Board of Directors:
Directors will be nominated and voted in to serve as Chair of a specific committee.
- The Chair shall:
- Preside at the General Membership, Combined Monthly and Board of Directors meetings.
- Make interim appointments as needed with the approval of the Board of
- Sign all contracts approved by the Board of Directors
- Call and chair a special meeting as necessary.
- Attend all quarterly RAC Chair meetings or send designee to represent the interests of TSA-U.
- The Vice Chair shall:
- Performs duties of absent chair.
- Supports chair in duties.
- Perform any and all duties of the other board members in their absence.
- The Secretary shall:
- Oversee sign-in sheets for General Membership.
- Assure the maintenance of an accurate list of voting membership.
- Be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings or assign
- Perform all duties of an absent Vice Chair.
- The Treasurer shall:
- Oversee committee expenditures.
- In conjunction with the Executive Director, be responsible for obtaining signatures of two Board members on checks.
- Perform all duties of an absent Secretary.
- Assist in the preparation of the budget
- Review annual audit and ensure that taxes are filed.
- Review online banking records.
- The Past-Chair shall provide guidance to the newly elected Chair in the transition and performance of the listed duties. This position will be advisory only and will have no voting rights or attendance requirements.
See Addendum A – Committee Chair Requirements and Duties.
- Every act or decision made by a majority of the Directors present at a meeting duly held at which a quorum is present constitute an act 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.
- Employee Compensation:
Board approved employees, including but not limited to, the Executive Director, EMTF Coordinator and other administrative staff, are entitled to compensation for time worked.
- Indemnification of Directors, Officers, Employees and Agents:
CBRAC shall indemnify any person serving as employee or as Director of CBRAC for those acting on the behalf of CBRAC.
SECTION 7: Vacancies.
- Vacancies in the Board of Directors shall exist if one of the following events should occur:
- Removal of any Director
- An authorized increase in the number of Directors.
- Declaration of Vacancy – The Board of Directors may declare an office of Director vacant if:
- They are judged incompetent by an order of court.
- They are convicted of a felony.
- They do not accept the office either in writing or by attending a meeting of the Board of Directors, within sixty (60) days of notification of election.
- They provide the Secretary with a written notice of resignation.
- They do not meet attendance requirements:
- Failure to attend regularly scheduled Board Meetings, with absences in excess of three (3) unexcused meetings per year.
- Three (3) consecutive absences by Standing Committee Chairs to regularly scheduled committee meetings.
- When a vacancy on the Board exists, the Secretary may receive nominations for new members from present Board members two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member’s term.
ARTICLE V – COMMITTEES
SECTION 1: Standing Committees
- Standing committees will be comprised as outlined in Addendum C. Each member entity will join a standing committee to which participation requirements will be linked.
SECTION 2: Executive Board
The four officers serve as the members of the Executive Board. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Board shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
SECTION 3: Financial Oversight
The Treasurer is responsible for reviewing fiscal procedures, fundraising plans when needed, and working with staff and other Board members to prepare an annual budget. The Board must approve the budget, and all expenditures must be within the budget. The Board must approve any major change in the budget.
Financial reports are required to be submitted to the Board showing income, expenditures and pending income.
The financial records of the organization are public information and shall be made available to the membership and the public.
SECTION 4: Ad-Hoc Committees
The Chairperson may appoint Ad-Hoc committees, which shall have and may exercise such powers as conferred or authorized by an approved motion of the Board. A majority of the members of any such Ad-Hoc committee may determine its action and fix the time and place of its meeting unless the Board of Directors otherwise directs. The Board of Directors by affirmative vote shall have the authority at any time to change the responsibilities and composition, or dissolve any Ad Hoc committee.
SECTION 5: Performance Improvement Committee
Performance Improvement – see Trauma System Plan.
ARTICLE VI – PROHIBITED ACTS
As long as CBRAC is in existence and without the prior approval of the Board of Directors, no director, officer, employee, or committee member of CBRAC shall:
- Perform any act in violation of the Bylaws or enter into a binding obligation on behalf of CBRAC.
- Perform any act with the intention of harming CBRAC or any of its
- Perform any act that would make it impossible or unnecessarily difficult to carry on the business of CBRAC.
- Receive an improper personal benefit from the operation of CBRAC.
- Use the assets of CBRAC, directly or indirectly, for any purpose other
than carrying on the business of CBRAC.
- Wrongfully transfer or dispose of CBRAC property, including intangible
property such as good will.
- Use the name of CBRAC or any trademark or trade name adopted by CBRAC, except on behalf of CBRAC in the ordinary course of business.
- Disclose any of CBRAC’s business practices, trade secrets, or any other
information not generally known to the business community to any person not authorized to receive it.
ARTICLE VII: EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS
SECTION 1: Authority of Execution of Instruments
The Board of 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 CBRAC, 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 CBRAC by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.
SECTION 2: Signature Authority
- Unless otherwise specifically determined by the Board of Directors, or otherwise required by law, formal contracts of CBRAC, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of CBRAC, and other corporate instruments or documents, and certificates of shares of stock owned by CBRAC, shall be executed, signed or endorsed by the
Bank Accounts and Deposits: All funds of CBRAC shall be deposited to the credit of CBRAC with such banks, trust companies, or other depositories as the Board of Directors may select.
- Endorsement without Countersignature: Endorsements for deposit to the credit of CBRAC in any of its duly authorized depositories may be made without countersignature by any Officer or Agent of CBRAC, or by hand stamped impression in the name of CBRAC.
- Signing of Checks, Drafts, Etc.: All checks, drafts, or other, order for payment of money, notes or other evidences of indebtedness, issued in the name of CBRAC, shall be signed or endorsed as per CBRAC Procurement and Financial Procedures Policies. Board Members authorized to sign on the CBRAC account will be determined by resolution of the Board of Directors.
ARTICLE VIII: CBRAC RECORDS AND REPORTS
SECTION 1: Minutes of CBRAC meetings
CBRAC shall keep at its principal office, or such place as the Board of Directors may order, a book of minutes of all meetings, 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: Books of account
- CBRAC 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.
- The Executive Director shall develop an annual budget proposal that shall be submitted to the Board of Directors for final approval. Any amendment or adjustments to the approved budget shall be submitted to the Board of Directors for approval. In addition, a quarterly financial statement shall be submitted for approval
- The Executive Director or designee shall assure that an accurate inventory of all equipment purchased by CBRAC, to include equipment that is stored at the CBRAC office, assigned to specific organizations, or loaned to organizations within CBRAC is maintained.
SECTION 3: Fiscal year
When determining participation, shall be defined as September 1st – August 31st.
SECTION 4: Dissolution clause
Upon the dissolution of the organization, the Board of Directors shall, after paying or making provision for the 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 an exempt organization or organizations under section 501 C3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law)
ARTICLE IX: AMENDMENTS
The Bylaws may be adopted, amended, repealed or revised by a majority vote of the designated voting members of the General Membership present at a meeting designed for that purpose. Proposed amendments and revisions must be submitted to the Board of Directors for consideration and recommendation to the General Membership.
These Bylaws were approved and adopted by the General Membership of the Coastal Bend Regional Advisory Council on July 26, 2017.
08/22/92 First Bylaws Adopted
06/23/93 Revised & Approved, Version 2
01/16/95 Revised & Approved, Version 3
09/30/97 Revised & Approved, Version 4
07/14/98 Revised & Approved, Version 5
04/13/00 Discussion Draft
09/10/03 Revised & Approved, Version 6
09/19/03 Discussion Draft to Board
01/08/04 Revised & Approved, Version 7
07/08/04 Revised & Approved, Version 8
06/03/05 Revised & Approved, Version 9
07/14/05 Revised & Approved, Version 10
07/13/06 Revised & Approved, Version 11
04/09/09 Revised & Approved, Version 12
07/08/10 Revised & Approved, Version 13
10/15/11 Revised & Approved, Version 14
07/12/12 Revised & Approved, Version 15
04/14/15 Revised & Approved, Version 16
04/27/16 Revised & Approved, Version 17
10/28/16 Revised & Approved, Version 18
07/26/17 Revised & Approved, Version 19
Coastal Bend Regional Advisory Council
Trauma Service Area U
Committee Chair Requirements and Duties for Standing Committees
Term of Office:
Committee chairs shall hold office for a period of two (2) years, or until their successors are elected and qualified as provided in the CBRAC bylaws.
- Minimum of 6 (six) board meetings. (Board members)
- Minimum of 4 (four) of 6 (six) Committee/General Membership meetings.
Consistent attendance at meetings is expected and required. Absences may be excused at the discretion of the executive board if committee chair has given adequate notice to CBRAC Executive Director or designee and a designated member of his/her committee so there is representation at the meeting.
- Facilitate committee activities based on performance improvement findings, needs assessments and committee goals set at beginning of year.
- Responsible for all committee activities.
- Serve as a resource to region in your area of expertise and make referrals as
- Read and respond to all material/information distributed by board/program
- Create committee agendas and contribute to board and GM agendas, as appropriate
- Create and distribute minutes
- Spend the allotted State funds by designated date set by the board
- Meet periodically with Executive Director to discuss needs. This can be in person or via phone.
- Serve as liaison between committee and board.
- Before first committee meeting: meet with previous chair, if appropriate, to discuss ongoing projects of committee.
- First committee meeting: Assign a representative from your committee to serve in your absence.
- Create committee goals based on performance improvement information and needs assessments then create and turn in proposed committee budget to Executive Director or designee to bring to Board for approval.
- Create committee agenda and send to Executive Assistant five business days before meeting. Executive Assistant will send agendas out to listserver and/or your committee members and/or post to website three business days before
- Delegate committee member at each meeting to take notes. Notes should be reviewed by chair and then sent to Executive Assistant within two weeks.
- If you are unable to attend a committee meeting, you should notify Executive Assistant and your delegate three business days before the meeting and ensure that they have all the necessary information to run a productive meeting.
Coastal Bend Regional Advisory Council
Trauma Service Area U
Annual Dues. These will remain in place until changed by the CBRAC Executive Board.
Dues structure will be based on licensed beds.
Dues structure will be based on number of licensed Ambulances.
|3 – 7||$250|
First Responder only organizations: $100.
Free Standing ER’s: $1000
Hospital, Pre-Hospital, First Responder Organization, or private individual within our region shall be allowed to attend CBRAC meetings. Benefits or voting privileges are available to members with “Active Participation” as defined in Article II Section 3.
Coastal Bend Regional Advisory Council
Trauma Service Area U
The Executive Board of Directors will consist of:
- Chair – voted for in even years
- Vice Chair – voted for in odd years
- Secretary – voted for in even years
- Treasurer – voted for in odd years
The Board of Directors will consist of a Chairperson for each of these Standing Committees:
- Professional Education – voted for in odd years
- Pre-Hospital/ Emergency Preparedness– voted for in odd years
- Performance Improvement– voted for in even years
- Trauma Systems– voted for in even years
- Injury Prevention– voted for in odd years
- Cardiac/STEMI– voted for in even years
- Stroke– voted for in even years
- Perinatal– voted for in even years
Note: Stroke and Perinatal committees were added in 2016 making them both due for reelection in 2018 and each even year thereafter.