Charter of the PSTG

The name of this organization shall be the Private Sector Technology Group and properly may be referred to by its acronym PSTG in all literature and correspondence.

The objective of this organization is to assist in providing solutions in the health information systems environment through an open dialogue between industry and government as is more particularly set out in the Charter of this organization.

Section 1. Any business (without regard to organizational structure) or person interested in the objectives and goals of this organization is eligible for membership. Membership may be attained by filing a completed application, in such form as the Board of Directors may require, with the Secretary. Payment of dues and assessments, as provided for in Section 4 of this Article III, is a requirement of membership. No member shall have more than one vote in any proceedings under these bylaws.

Section 2. Any person interested in the goals and objectives of this organization who chooses not to become a member may be recognized, at that person's request, as a professional associate and may attend and freely participate in all meetings and, if requested by the Chair or Board of Directors, may participate in surveys conducted by the organization and serve on Special Committees.

Section 3. Members only shall have the right:

a) to vote in any manner and for such reason as these bylaws may provide.

b) to serve as officers or Chairs of any committee established pursuant to these bylaws.

c) to serve, at the request of the Chair, as the official representative of this organization as provided by the bylaws.

d) to participate in all membership surveys.

Section 4. The dues of this organization shall be $100 each calendar year. Dues paid at any time during the calendar year apply to that calendar year, unless the dues for that year were previously paid. Special assessments may be imposed by a two-thirds vote of the full membership. Such assessments shall be in a reasonable amount, for a specific purpose, imposed only to advance the objectives and goals of the organization and when, in the opinion of the membership, the general funds of the organization should not be used for the purpose for which the assessment is being imposed or there are insufficient funds in the treasury. Because the PSTG is a voluntary organization, dues shall be applied only to expenses of the organization and no part of the dues shall be expended for any part of the salary of any person who performs duties for or on behalf of the organization.

Section 5. Beginning with fiscal year 1993, any member whose dues and assessments are not paid on or before any meeting of the membership called under Article 6 of these bylaws shall not be allowed to vote at that meeting.

Section 6. The fiscal year for this organization shall be from January 1st through December 31st.

Section 1. The officers of this organization shall be Chair, Vice-Chair, Secretary and Treasurer. The officers shall be elected at the Annual Meeting and shall hold office for a period of one year, or thereafter until their successors have been elected. The service period begins January 1st of the year immediately following the election year. No person shall hold more than one office at any time.

Section 2. No person shall serve as Chair or Vice-Chair for more than two consecutive one-year terms. A person may serve as Secretary or Treasurer for an unlimited number of consecutive terms.

Section 3. A Chair who has served two consecutive one-year terms shall not again serve either as Chair or Vice-Chair until after the passage of four fiscal years following his last previous fiscal year as Chair. A Vice-Chair who has served two consecutive terms, but has not served as Chair, shall not again serve as Vice-Chair until after the passage of two fiscal years following his last previous fiscal year as Vice-Chair.

Section 4. At no time during a term of office shall the Chair and Vice-Chair be associated as principal, officer or employee with the same member entity. If, during a term of office, either the Chair or the Vice-Chair becomes associated as principal, officer or employee with the same member entity as the other, the member entity shall decide which of the two officers shall retain the office and notify the Secretary of its decision within 30 days of the association. If the office of Chair is retained, the Board of Directors will appoint a Vice-Chair to serve until the next regular election. If the office of Vice-Chair is retained, the Vice-Chair automatically assumes the office of Chair pursuant to Section 5 of this Article IV and the Board of Directors shall appoint a Vice-Chair to serve until the next regular election.

Section 5. The Vice-Chair will automatically succeed to the office of Chair if the office of Chair becomes vacant during a term of office. If the office of Vice-Chair, Secretary or Treasurer becomes vacant during a term of office, the Board of Directors shall appoint a member to serve until the next regular election.

Section 6. The Chair shall appoint a Nominating Committee of at least three members in August of each year. The Nominating Committee shall present a slate of at least one candidate for each office. The slate of candidates will be presented to the membership in accordance with the voting procedures established by the Board of Directors in accordance with Article IV Section 7 of the Bylaws.

Section 7. Election of officers shall be by written ballot which may include electronic communication. Voting procedures shall be determined by the Board of Directors.

Section 8. Officers are elected as individuals, not in their capacity as representatives of any particular company.

Section 1. The officers shall perform the duties prescribed by these bylaws. They shall be governed by Roberts Rules of Order Newly Revised in all cases in which such rules are applicable and not inconsistent with these bylaws.

Section 2. The Chair shall preside at all meetings and act as the Chief Executive Officer of the organization and perform those duties generally accepted as incident to the office of Chair. The Chair shall be an ex-officio member of all committees except the Audit and Nominating Committees. The Chair shall submit a report to the membership in the form of an annual review at the Annual Meeting. The Chair acts as primary contact for coordinating with the Centers for Medicare and Medicaid Services (CMS), the Systems Technical Advisory Group (S-TAG), and the planning committee for Conference participation, including the MMIS and NASMD conferences. The Chair schedules and plans all meetings of the organization and Board of Directors.

Section 3. The Vice-Chair shall perform all duties of the Chair at the request of or in absence of the Chair and such other duties as the Chair may direct. Additionally, the Vice-Chair provides oversight to the Architecture Committee and the Committee on Industry White Papers.

Section 4. The Secretary shall be custodian of all records of the organization; keep minutes of all meetings of the organization and Board of Directors; notify members and the Board of Directors of all meetings and conduct such other correspondence as is necessary in the course of performing the duties and responsibilities of the office or as the Chair and Board of Directors may require; establish and maintain a membership roster; and to receive and record all funds paid to the organization and forward them to the Treasurer. The Secretary also provides oversight to the MMIS Knowledge Committee.

Section 5. The Treasurer shall receive from the Secretary all funds received by the organization and deposit them in the name of the organization in such financial institution(s) as the Board of Directors shall direct. The Treasurer shall disburse funds according to the budget approved by the Board of Directors; keep itemized accounts of receipts and expenditures, and file vouchers approved by the Chair for all expenditures; render reports to the Board of Directors upon request; keep all books and accounts open for inspection by the Board of Directors; and issue a report at the Annual Meeting. In addition, the Treasurer provides oversight for the web site content committee.

Section 1. An Annual Meeting shall be held in conjunction with the MMIS Conference, the purpose of which is gathering the largest number of members to promote communication, receiving reports of officers and committees, and for transacting any other organization business that may come before it. An additional meeting will be held (and to the extent possible), in the same location and during the same time frame in which the State Medicaid Director's meeting is held. This meeting shall be held specifically for the purpose of publishing the ballots for the upcoming election of officers, receiving reports of officers and committees, and for transacting any other organization business that may come before it.

Section 2. Special meetings may be called by the Chair with the approval of the Board of Directors, or upon the written request of at least five members, if the request is approved by the Board of Directors. The purpose of the meeting shall be stated in a notification of the meeting to the entire membership and no other business may be transacted. Because of the cost and time involved in a general membership meeting and because usually only a specific issue will be involved, special meetings, to the extent possible, will be conducted by telephone and/or by written communication. Special meetings shall be called only to resolve issues of critical importance to the membership which cannot be delayed until the Annual Meeting.

Section 3. Half (50 %) of the membership shall constitute a quorum.

Section 4. All meetings shall be open to both members and professional associates.

Section 1. The currently elected officers, the current Chair of all Standing Committees, and the immediate past Chair of the organization shall constitute the Board of Directors. The current Chair of the organization shall be Chair of the Board of Directors. For purposes of this Section, the Audit and Nominating Committees described in Article VIII of these bylaws are not Standing Committees.

Section 2. The Board of Directors, in its discretion, shall act for and on behalf of this organization between stated meetings, except that no policy positions shall be issued without approval of the membership as provided for in Article 6 of the bylaws.

Section 3. The Chair of the Board of Directors shall call meetings of the Board as needed, but the Board shall meet at one location and at least twice each fiscal year, one of which shall be at the Annual Meeting. Any Board member, with whom at least three others agree in writing, may request a meeting of the Board. Such request will be honored by the Board unless the request is rejected by a quorum. Meetings of the Board, except as otherwise provided in this Article VII, may be held by telephone or other non-face to face communication, and votes may be taken either orally or in writing.

Section 4. The Board of Directors may adopt rules for the transaction of its business provided there are no conflicts with these bylaws.

Section 5. Two-thirds of the members of the Board shall constitute a quorum.

Section 1. Standing Committees may be established by the Chair with the approval of the Board of Directors. The Chair shall appoint Standing Committee Chairs with the approval of the Board of Directors.

Section 2. The Chair may establish Special Committees and appoint their Chairs. All Special Committees shall cease to exist upon expiration of the second consecutive term of office of the Chair who established the Special Committee (or after expiration of the first term if the Chair is not elected to a second consecutive term) unless the Board of Directors authorizes the continued existence of a specific Special Committee or Committees and establishes a specific time for its cessation.

Section 3. When establishing either Standing or Special Committees, the Chair may appoint some or all Committee members or may delegate some or all of that authority to the Committee Chair.

Section 4. The Chair may appoint an Audit Committee of three members to audit the Treasurer's books in May and make its report at the Annual Meeting.

Section 5. The Chair shall appoint a Nominating Committee, the composition and duties of which are set forth in Article IV, Section 4 of these bylaws.

Section 6. Neither the Audit nor Nominating Committee are Standing Committees for purposes of Article VII, nor are they Standing or Special Committees for purposes of this Article VIII, Section 3.

Section 1. The Chair, or the Chair's designee, shall be the official representative of this organization at all functions to which this organization is invited or otherwise attends on behalf of its members. When the Chair designates a person or persons to officially represent this organization at a function, the Chair shall provide, and the representatives shall carry with them, a letter designating them as official representatives of this organization for that function.

Section 2. To avoid the perception that an individual member may be speaking solely as a representative of his member entity and not of this organization, and, in particular, in situations in which the official representative of this organization is not the Chair or Vice-Chair, the Chair, to the extent possible, will designate at least two members to officially represent this organization at any given function.

Section 1. These bylaws may be amended at the Annual Meeting by a majority vote of the members present and voting.

Section 2. Notice of proposed changes to the bylaws to be voted upon at an Annual Meeting shall be provided to the membership by the Board of Directors at least thirty days prior to the Annual Meeting.

Section 3. Members may submit to the Secretary, at any time, in writing, proposed bylaw changes with an explanation as to why the proposed change is being suggested. To be considered at the Annual Meeting, suggested changes must be received by the Secretary so that they may be timely considered by the Board of Directors prior to the Annual Meeting.