By Laws

Tennessee Society for Healthcare Marketing and Public Relations
An Affiliate of THA - An Association of Hospitals and Healthcare Systems

(Revised May 1998)

Article I - Name

The name of the organization shall be the Tennessee Society for Healthcare Marketing and Public Relations (TSHMPR).

Article II - Purpose & Objectives

The purpose of this society shall be to improve the quality of healthcare marketing and public relations by raising the professional knowledge and standards of practitioners and by promoting understanding among healthcare leaders. The Society shall endeavor to carry out this purpose through activities aimed at accomplishing the following objectives:

  • Fostering the professional development of its members.
  • Demonstrating the need for and value of professional management of marketing and public relations as effective strategies for achieving institutional and organizational goals of THA-member facilities and other groups and organizations by the Society membership.
  • Providing for the exchange of ideas and information among members and for the development of educational programs to increase their knowledge and general competence in their respective fields of healthcare marketing and public relations.
  • Presenting marketing concepts to public relations practitioners and public relations concepts to marketing practitioners for their mutual benefit and understanding.
  • Fostering the concept of affiliation among the healthcare marketing and public relations personnel through the creation of regional chapters of the Society.
  • This Society is organized exclusively for charitable, scientific and educational purposes as a not-for-profit association. It shall be so conducted, that no part of its income and earnings shall insure to the benefit of any member, director, officer or other individual. Upon dissolution, any assets of the Society shall be given to the public relations division of the Tennessee Hospital Association.

Article III - Officers and Directors

The Society shall be controlled by the membership through a representative Board of Directors.

Composition - The Board shall consist of one director from the membership of the seven area hospital council districts as designated by the Tennessee Hospital Association and three at-large directors, a president, a president-elect, and an immediate past president. The THA executive charged with public relations responsibilities shall serve as a Board Advisor and ex-officio member of the Board.

Election of Officers and Directors - The position of officers, president and president-elect and of regional or at-large directors may be filled by any active member in good standing with the Society.

A nomination committee consisting of the Society president, president-elect, immediate past president and one other Society member shall meet during the third quarter of each year to select and recommend one candidate for the office of president-elect and a slate of regional and at-large directors scheduled to be elected for the next calendar year. Regional nominations shall be based upon the recommendation of the membership of the relevant districts, or any member in good standing.

Where there is no nomination for a district, the Society executive committee consisting of the president, president-elect and immediate past president shall appoint a Director, subject to approval by a majority of the Society Board.

The Board may call special elections by mail.

Duties of the president - The president shall be the chief executive officer of the Society. He or she shall preside at all meetings, serve as chairperson of the Board of Directors and supervise the activities of the Society. He or she shall annually appoint a secretary from the Board of Directors. He or she shall also annually appoint a membership chairman and a chairman for the THA annual meeting from among the membership of the Society.

He or she shall also:

  • Mail proposed agenda at least two weeks prior to Board meetings;
  • Represent the Society or appoint a representative to attend any meeting called by THA at which affiliate groups are asked to send representatives;
  • With the Board of Directors, appoint any committees, advisory groups or other bodies as it shall be deemed necessary to adequately conduct the affairs of the Society and carry out membership policies;
  • Represent the Society as a member of the Society for Health Care Strategy and Market Development of the American Hospital Association;
  • Authorize expenditure of any Society funds over $250, and
  • Perform other duties as authorized by the Board of Directors.

Duties of the president-elect - The president-elect shall in the absence of the president, perform the duties and assume the responsibilities of the president. He or she shall:

  • Assist the president in planning the annual Spring educational conference, and
  • Select a Prism Awards chairman to coordinate the annual competition and provide support to that person as needed.

Duties of the immediate past president.

  • Will coordinate the production and distribution of the Society's member communication.

Duties of the Board of Directors.

Board meetings. The Board shall meet at least once a quarter. The Board must receive an agenda from the President at least two weeks prior to each Board meeting. If six or fewer Board members are unable to attend the quarterly Board meeting, that meeting shall be cancelled and re-scheduled. Each Board member shall be able to send a substitute who shall be a member in good standing from his/her region to any Board meeting he or she is unable to attend. Such substitute shall be fully informed as to the agenda items and shall be allowed to vote. All Board meetings are open to any member interested in attending. The Board may also call special elections.

Regional meetings. Regional directors shall convene at least one meeting per year within the districts. In the event that there is not a Board member for a particular district, members of the Society within that district shall be invited to attend border district meetings. The boarder district's Regional Director, upon direction from the President, holds responsibility for notification of these members. At-large board members have no responsibility for regional meetings.

Statewide meetings. The Society shall meet a minimum of twice each year for business and educational purposes - in the spring meeting and in the fall in conjunction with the THA Annual Meeting.

Dues and Fees. The Board shall determine the dues and fees schedule for membership and activities. It shall be the policy that expenses incurred by Officers and Board members attending meetings shall be the responsibility of the individual or their sponsoring organization.

Vacancies. The president, with the approval of a majority of Board of Directors, shall fill all unexpected vacancies on the Board or committees. Appointees shall serve until the next election for that position. In the event that the president is unable to fulfill tenure of his or her office, the president-elect shall act as president until the election, at which time he or she will assume the presidency.

Terms of Office. The term of the Board of Directors shall be two years, beginning on January 1 and concluded two years later on December 31. Directors from even-numbered districts - West Tennessee - #2, Mid-East - #4, Knoxville - #6, and one at-large director shall be elected in even years. Directors from odd-numbered districts - Memphis - #1, Mid Tennessee - #3, Chattanooga - #5 and Northeast - #7, and two at-large directors shall be elected in odd-numbered years. The terms of the president, president-elect and immediate past president shall be for one year, beginning on January 1 and concluding on December 31.

Responsibilities of the THA Liaison to TSHMPR (Vice President for Public Relations and Consumer Affairs). He or she shall advise the Society and its membership and facilitate cooperation and communications between THA and TSHMPR. He or she shall:

  • Interpret the policies, procedures and positions of the THA Board and administration and bring the concerns of organized marketing and public relations professionals to the attention of appropriate officials at THA.
  • Serve as ex-officio member of the TSHMPR Board.
  • Present applications for membership to the Society president for presentation to the Board for approval at the quarterly meetings.
  • Ensure that a current mailing list is maintained for the TSHMPR Board.
  • Ensure that any general membership mail channeled through THA is directed to the TSHMPR membership, e.g., the newsletter, annual meeting program and registration materials, PRISM Award materials, etc.
  • Be responsible for TSHMPR bookkeeping, furnishing a copy of the monthly financial statements to the immediate past president upon 30 days notice, coordinate free mailings of TSHMPR materials to hospital chief executives of member institutions when the material is included in weekly FYI mailings, and
  • Coordinate printing of TSHMPR materials, e.g., newsletter, PRISM Award material, etc. at the THA headquarters, if requested.

Special Awards. The Nomination Committee, consisting of the president, president-elect, immediate past president and one other member shall issue a call for nominations for the annual Ira Lane Communicator of the Year Award (to be given to a person not affiliated with the Society who excelled in communicating healthcare issues over the past calendar year) and the annual Lamar Jackson Distinguished Service Award (to be given to a member of the Society who has demonstrated outstanding service to the Society and their organization during the past calendar year). The President alone holds responsibility for presenting a President's Award (for the Society member who has best supported the president during the past year). This award is given at the discretion of the president and is not necessarily given annually.

Article IV - Membership

Membership Classification - The Society shall recognize three membership classifications: Active-affiliated, Student and Emeritus.

Active Member / Affiliated - Individuals who are employed in healthcare marketing and/or public relations capacities. Active members/Affiliated automatically become personal members of THA by virtue of the Society's affiliate status with the Association. Active members/Affiliated are entitled to receive all benefits of membership in both the Society and the Association. Active members/Affiliated must comprise a majority of the Society membership for the Society to maintain its status as a THA-affiliated organization.

Student Members - Individuals who are students beyond the high school level in programs of study that are relevant to healthcare marketing and public relations. Student members shall not be entitled to vote or hold elective office.

Emeritus Members - Individuals who have made a significant contribution to the Society's success and who are not eligible for active or student status. Emeritus members are elected by the Board of Directors. Emeritus members shall not be entitled to hold office or to vote. Emeritus members shall not be required to pay dues.

Voting - All active and associate members of the Society shall be entitled to one vote during Society elections and at Society business meetings.

Approval of Membership - The Board of Directors of TSHMPR shall at their quarterly business meetings review and approve or reject applications for membership. In addition, the Board of Directors shall determine the membership classification to which new members belong. A simple majority of voting members of the Board of Directors is required to approve all applications for membership.

Termination of Membership - Membership in the Society may be terminated by the Board of Directors of the Society for failure to pay dues or noncompliance with any pertinent provisions of the By-Laws of the Tennessee Society for Healthcare Marketing and Public Relations. When Society membership is financed by a member's employer, and a Society member terminates employment, the membership may be transferred at the direction of the employing chief executive officer or designate, to another employee who meets qualifications for membership. In this instance, the terminated employee forfeits Society membership and must re-apply.

Article V - Meetings

Annual Meetings - An annual business meeting for the transaction of affairs of the Society shall be held at a time and place specified by the Board of Directors. Usually it is held in connection with the Society's annual education conference. The president-elect shall send a notice of the annual education conference and/or its business meeting to members of the Society at least 45 days prior to the meeting.

Special Meetings - Special meetings of the membership shall be convened within 60 days of receipt by the Board of a request from not less than 25 percent of the total membership.

Regional Meetings - Active Board members of the Society shall convene at least one meeting per year within their respective regions. The purpose of these meetings is to foster the concept and advance the cause of Society affiliation.

Article VI - Dues

Rate of Dues - Dues for active and student members of the Society shall be set annually by the Board of Directors prior to the beginning of the next THA fiscal year, January 1 - December 31. Dues shall not be increased more than 25 percent in any one year without the approval of a simple majority of the entire membership. Only active-affiliated members of the Society automatically become personal members of THA.

Dues Delinquency - A member who has not paid his or her annual dues by three months after the renewal date shall have his or her membership terminated provided a prior notification of such delinquency has been sent.

Article VII - Affiliations

The Tennessee Society for Healthcare Marketing and Public Relations shall be affiliated with the Tennessee Hospital Association (THA) and no action or policy of the Society may conflict with any program or policy of the Association while said affiliation is in effect. This affiliation requires that 50 percent of the TSHMPR membership shall be employed by THA member institutions. By virtue of the affiliation, the liaison to TSHMR will be responsible for keeping records, dues and billing for the Society.

Article VIII - Amendments

These By-Laws may be altered or repealed by a majority vote of the membership present at a meeting, or by mail. Any member may suggest changes in the By-Laws. A proposed change in the By-Laws may be submitted in writing to the president of the Society at least 60 days prior to a statewide society business meeting. Notice of the proposed changes should be sent to all members at least 30 days prior to the statewide Society business meeting.