MSA Bylaws

ARTICLE 1: PREAMBLE

The physicians and dentists practicing at Barnes-Jewish Hospital ("Hospital") are hereby organized as the Medical Staff Association of Barnes-Jewish Hospital ("Association").

ARTICLE 2: PURPOSE

The Association represents all of the physicians practicing at the Hospital and is committed to optimizing the quality of care that patients receive at the Hospital and implementing changes in furtherance of that goal.

ARTICLE 3: ORGANIZATION

1. Membership. The Association shall consist of members of the Hospital’s Medical Staff who have been appointed to the full-time faculty ("Full-Time Faculty") of the Washington University School of Medicine ("WUSM") and the members of the Hospital’s Medical Staff who have been appointed to the voluntary clinical faculty ("Voluntary Faculty") of WUSM.
2. Prerogatives. All members of the Association in good standing shall be entitled to vote and shall be eligible to serve on the Staff Council.
3. Meetings.

   1. Regular Meetings. Regular meetings of the Association shall take place twice annually. The Secretary/Treasurer shall serve a notice, setting forth the date, place and time of such meetings to each member of the Association at least two (2) weeks prior to the scheduled meeting date, except as noted in Article 7.2(a).

   2. Special Meetings. Special meetings of the Association may be called at any time by the President. In addition, if twenty-five (25) or more members of the Association desire a meeting for any purpose, they shall make written application to the Secretary/Treasurer, who shall thereupon call such special meeting within one (1) month. The Secretary shall serve a notice, setting forth the date, place, and time of each special meeting to each member of the Association at least two (2) weeks prior to the scheduled meeting date. The notice shall also include the purpose for the meeting.

   3. Quorum. Fifty (50) members shall constitute a quorum at any Association meeting, but a smaller number may, for lack of a quorum, adjourn the meeting to a future date. The Secretary/Treasurer shall notify each member, in writing of any such adjournment.

   4. Rules of Procedure. All meetings of the Association shall be conducted pursuant to the Sturgis Standard Code of Parliamentary Procedure.

   5. Manner of Acting. Except as noted in Section 11.1, the act of the majority of the members of the Association in attendance at a meeting of the Association at which a quorum is present shall constitute the act of the Association.

4. Dues and Assessments.

   1. Dues. Annual dues shall be paid by all members of the Association. The amount of such dues shall be determined by the Staff Council.

   2. Assessments. The Staff Council shall have the right to make assessments in such amounts and at such times as it shall deem necessary, subject to the approval of a majority of the members of the Association present at a meeting of the Association at which a quorum is present.

   3. Delinquencies. Failure to pay all dues and assessments within six (6) months after they become payable shall, in the discretion of the Staff Council, result in the loss of good standing and voting privileges in the Association.

ARTICLE 4: STAFF COUNCIL

1. Composition. The Staff Council shall consist of the following:

   1. Twenty-four (24) members, comprised equally of members who are Full-Time Faculty and members who are Voluntary Faculty, elected by the membership. Elected members shall serve staggered terms. Six (6) members shall be elected at the fall meeting of each year, for terms of four (4) years each.

   2. All officers of the Association, i.e., the President, President-Elect, Secretary/Treasurer and immediate past President.

   3. The Voluntary Faculty Representative to the Executive Faculty of the Washington University School of Medicine.

2. Duties. The Staff Council shall be responsible for the administrative activities of the Association. It shall also serve as advisor to the President of the Association in the Management of all Association affairs and activities.
3. Meetings.

   1. Regular & Special Meetings. Regular meetings of the Staff Council shall be held monthly, except for the months of July and August. Special meetings of the Staff Council may be called by the President or by any seven (7) members of the Staff Council upon written notification to the Secretary/Treasurer. The Secretary/Treasurer shall serve notice to each Staff Council member of the date, place and time of all regular and special meetings of the Staff Council at least two (2) weeks prior to such meetings. In addition, the Secretary/Treasurer shall post notice of the date, place and time of all regular and special meetings of the Staff Council on the Staff Bulletin Board at least two (2) weeks prior to such meetings.

   2. Quorum. At any meeting of the Staff Council fifteen (15) members shall constitute a quorum, but a smaller number may, for lack of a quorum, adjourn the meeting to a future date. Notice of such adjournment shall be posted on the Staff Bulletin Board.

   3. Rules of Procedure. All meetings of the Staff Council shall be conducted pursuant to the Sturgis Standard Code of Parliamentary Procedure.

   4. Manner of Acting. The act of a majority of the members of the Staff Council in attendance at a meeting of the Staff Council at which a quorum is present shall constitute the act of the Staff Council.

   5. Member Participation. Any member of the Association shall have the right to attend and be heard at any meeting of the Staff Council. Notification of a member’s intent to attend and the purpose for attending a meeting of the Staff Council shall be given to any officer of the Association at least two (2) days prior to such meeting. 

4. Removal of Staff Council Members. Should any member of the Staff Council be absent from three (3) meetings of the Staff Council in any one (1) year without valid cause, his/her position on the Staff Council may be declared vacant by a vote of the majority of the Staff Council.

ARTICLE 5: OFFICERS

The officers of the Association shall be members in good standing, chosen by the members of the Association, and shall consist of the President, President-Elect, Secretary/Treasurer and immediate past-President. The officers of the Association, other than the immediate Past-President, shall be elected at the fall meeting of the Association. The officers of the Association shall each serve for a two (2) year term. Officers shall not be eligible to serve consecutive terms in the same office. After an interval of two (2) years from the end of an officer’s term in office, he/she shall again become eligible for election to the same office. No interval shall be required for election to a different office.

1. President.

   1. The President shall be the principal executive officer of the Association and the Staff Council and shall have general supervision and control over the affairs of the Association. In addition, he/she shall preside at all meetings of the Association and the Staff Council.

   2. The President shall appoint all committees of the Association and of the Staff Council, except for the Executive Committee. In addition, he/she shall serve as Chairman of the Executive Committee and shall be an ex-officio (voting) member of all Association and Staff Council committees.

   3. The President shall appoint, from among the members of the Staff Council, a Parliamentarian who shall be responsible for attending all meetings of the Association and the Staff Council and ensuring that all such meetings are conducted in accordance with the Sturgis Standard Code of Parliamentary Procedure.

   4. The President shall represent the Association in extra-mural activities pertaining to medical or community affairs. He/she may, if he/she so desires (with the approval of the Executive Committee), appoint one (1) or more members of the Association to represent the Association in such activities. No member shall be considered an official representative of the Association unless approved by the Executive Committee.

   5. The President shall serve as the Vice Chairman of the Hospital’s Medical Executive Committee.

   6. The President shall be a member of the Hospital’s Board of Directors.

   7. The President shall present, at a minimum, annual reports to the Hospital’s Board of Director’s, the Association, the Staff Council and the Hospital’s Medical Executive Committee.

2. President-Elect.

   1. The President-Elect shall automatically succeed to the Presidency of the Association and the Staff Council when the President’s term expires.

   2. The President-Elect shall serve (with the President) as an Association representative to the Hospital’s Medical Executive Committee.

   3. The President-Elect shall serve on the Executive Committee and shall be an ex-officio (voting) member of all Association and Staff Council committees.

   4. In the absence of the President, or in the event of his/her inability or refusal to act, the President-Elect shall preside at all meetings of the Association and the Staff Council and shall perform all of the duties of the President.

3. Secretary/Treasurer.

   1. The Secretary/Treasurer shall attend all meetings of the Association and of the Staff Council and shall keep all records and minutes thereof, including the names of those attending each meeting.

   2. The Secretary/Treasurer shall give notice of all meetings of the Association and the Staff Council in accordance with these Bylaws and shall conduct all correspondence.

   3. The Secretary/Treasurer shall present a copy of these Bylaws to each new member of the Association.

   4. The Secretary/Treasurer shall be in charge of all funds of the Association. He/she shall be responsible for the collection of dues and assessments and shall make disbursement of funds upon authorization of the Staff Council.

   5. The Secretary/Treasurer shall keep proper and correct accounts of receipts and disbursements and shall present an annual financial report to the Association and Staff Council.

   6. The Secretary/Treasurer shall notify the Staff Council of any member who fails to pay dues and assessments within six (6) months after they become payable.

   7. The Secretary/Treasurer shall serve on the Executive Committee.

ARTICLE 6: COMMITTEES

1. Generally. All Committees, with the exception of the Executive Committee, shall be appointed by the President and shall be, to the extent possible, equally comprised of members who are Full-Time Faculty and members who are Voluntary Faculty.
2. Standing Committees.

   1. Executive Committee. The Executive Committee shall consist of the President, President-Elect, Secretary/Treasurer and the immediate past President of the Association. The Executive Committee may be called on by the President for advice on matters of importance and, in case of emergency or when so authorized by the Staff Council, shall have full power to act for the Association.

   2. Nominating Committee. The Nominating Committee shall consist of six (6) members of the Staff Council (three (3) members who are Full-Time Faculty and three (3) members who are Voluntary Faculty) appointed annually by the President, with the approval of the Executive Committee. This Committee shall prepare slates of nominees for membership on the Staff Council, for officers of the Association and for representatives of the Association on the Hospital’s Medical Executive Committee. The Nominating Committee shall also submit nominations to fill vacancies in the Staff Council or vacancies in any office, as hereunder set forth.

3. Ad Hoc Committees. The President may appoint any other committees of the Association or the Staff Council as he/she may deem advisable.
4. Rules. All committees of the Association and the Staff Council shall comply with the following rules with respect to their operations:

   1. Meetings. Meetings of any committee of the Association or the Staff Council may be called by any of the members of such committee upon written notice to the Secretary/Treasurer. The Secretary/Treasurer shall service notice to each member of a committee of the date, place, time and subject matter of a meeting of such committee at least two (2) weeks prior to such meeting. In addition, the Secretary/Treasurer shall post notice of the date, place and time of the meeting of any committee on the Staff Bulletin Board at least two (2) weeks prior to such meeting.

   2. Quorum. At any meeting of a committee of the Association or the Staff Council, a majority of the members of such committee shall constitute a quorum, but a smaller number may, for lack of a quorum, adjourn the meeting to a future date. Notice of such adjournment shall be posted on the Staff Bulletin Board.

   3. Rules of Procedure. All meetings of committees of the Association or the Staff Council shall be conducted pursuant to the Sturgis Standard Code of Parliamentary Procedure.

   4. Manner of Acting. The act of the majority of the Members of a committee in attendance at a meeting of such committee at which a quorum is present shall constitute the act of the committee.

ARTICLE 7: ELECTIONS

1. Method of Election. The officers of the Association and members of the Staff Council shall be elected by a majority of the members at the fall meeting of the Association.
2. Nominees. A slate of officers of the Association and members of the Staff Council proposed for election shall be prepared by the Nominating committee.

   1. The Secretary/Treasurer shall send the Nominating Committee’s slate to the Association’s members with the notice of the meeting, which will be no less than three (3) weeks prior to the meeting.

   2. At the meeting there shall be no nominations from the floor, but other nominees for officers or members of the Staff Council may be listed by petition.

      1. Petitions for nominees for officers or members of the Staff Council must be signed by at least five (5) members of the Association and delivered to the Secretary/Treasurer not less than seven (7) days before the scheduled date of the meeting.

      2. At least four (4) days prior to the scheduled date of the meeting the Secretary/Treasurer shall send notice to each member of the Association of the names of these additional nominees.

ARTICLE 8: VACANCIES

Any vacancy in the Staff Council or in any office of the Association by reason of death, resignation, disqualification or other cause shall be filled by a majority vote of the Staff Council. These appointments shall remain effective until the next fall meeting of the Association, at which time a successor to fill the unexpired term shall be elected in accordance with the procedure set forth in Article 7.

ARTICLE 9: RELATIONS BETWEEN THE ASSOCIATION AND HOSPITAL GOVERNING BODIES

The Association, through its President, may place appropriate business before, or make recommendations to, the Hospital’s Medical Executive Committee, the Executive Committee of the Hospital’s Board of Directors or the Hospital President. The Association may also communicate with the Hospital’s Board of Directors and Hospital Administration through the Joint Conference Committee, as provided in the Hospital Bylaws, Article V, Section 5.7.

ARTICLE 10: APPROVAL OF BYLAWS

These Bylaws and their periodic amendments are subject to approval by the Hospital’s Board of Directors.

ARTICLE 11: ADOPTION AND AMENDMENTS

1. Process. These Bylaws may be amended upon recommendation of the Executive Committee, the Staff Council or at the request of the membership at any regular or special meeting of the Association at which a quorum is present, upon the affirmative vote of two-thirds (2/3) of the members present at the meeting.

2. Amendments Initiated by the Membership. Amendments initiated by the membership shall be submitted according to the following procedure:

   1. Amendments requested by the membership shall be instituted by a petition signed by no less than seven (7) members of the Association and shall be presented to the Secretary/Treasurer.

   2. The Secretary/Treasurer shall provide the Members of the Staff Council with a copy of the proposed amendment for consideration at its next regularly scheduled meeting, or at any special meeting.

   3. The Secretary/Treasurer shall include the recommendation of the Staff Council along with the proposed amendment in the notice of the Association meeting.

3. Consistent with Other Documents. All amendments shall be consistent with the Hospital’s Corporate Bylaws and the Hospital’s Medical Staff Bylaws and Rules and Regulations.