Operating Agreement

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I. Purposes

 

Border Health PAC (BHPAC) is organized and will operate exclusively for the following purposes:

 

A. Receiving and accepting contributions in accordance with this Operating Agreement;

 

B. Making distributions to promote the nomination or election of candidates to Texas state elective public office in accordance with this Operating Agreement; and

 

C. To engage in such other activities as is permitted by the applicable provisions of the Texas Election Code.

 

 

II. Political Philosophy

 

The goal of BHPAC is to support the medical profession along the border of the State of Texas and Mexico.  To that end, BHPAC will support the nomination and election of candidates to Texas state offices who seek, through responsible means, to further the mission, goals, and objectives of this profession.

 

 

III. Contributions to the PAC

 

A. Eligible Contributors.

Subject to applicable law and the provisions of this Agreement, contributions to BHPAC may be accepted from anyone not otherwise prohibited as set forth below.

 

B. Prohibited Contributions.

The following restrictions apply to all contributions received by BHPAC:

 

1.      Contributions will not be accepted from:

a.         any corporation;

b.         any labor organization; or

c.         any other entity which is prohibited from making contributions or

expenditures in connection with Texas state or local elections;

 

2.    Contributions to BHPAC will be accepted only if made voluntarily and will not be accepted if secured by physical force, job discrimination, financial reprisals, the threat of any of the foregoing, or if required as a condition of employment;

 

3.    Contributions will not be accepted, and expenditures will not be made, by or on behalf of BHPAC at a time when there is a vacancy in both the offices of its Treasurer and Assistant Treasurer or when there is not a campaign treasurer appointment for BHPAC in effect at the Texas Ethics Commission;

 

4.    Contributions of cash or currency will not be accepted, regardless of the amount.  A contribution will only be accepted if in the form of a personal check, money order, or other written negotiable instrument;

 

5.    Contributions will not be accepted unless the contributor supplies information sufficient to enable BHPAC to comply with the record keeping and reporting requirements of the Texas Election Code or other applicable law;

6.    Contributions will not be accepted if such acceptance would in any way cause BHPAC to be in violation of the Texas Election Code or other applicable law; and

 

7.    The Executive Board, in its sole and absolute discretion, may refuse to accept any contribution made to BHPAC.

 

 

C. Status of Contributors.

Contributors to the BHPAC will not have any property rights in the monies of the BHPAC.  Nothing herein prohibits members of the BHPAC from making contributions to any political candidate of their choosing.

 

IV. Distributions.

 

A. To Whom Made.

Subject to applicable law, distribution of BHPAC funds will be made only:

 

1.      to individuals who have publicly announced that they are candidates for nomination or election to Texas state elective public offices for use by such individuals to further their candidacies;

 

2.        to committees, associations, or organizations organized and operating exclusively for the purpose of influencing, or attempting to influence, the nomination or election of one or more individuals described in (i) above, for use by such committee, association, or entities as the Executive Board may determine so long as such distributions are for the purpose of supporting a candidate seeking election to Texas state office; or

 

3.        to such other entities as is permitted by applicable law at the time of any such distribution.

 

 

B. Prohibited Distributions.

Notwithstanding the provisions of Article IV, the BHPAC shall not be authorized to make distributions of BHPAC funds to individuals who seek nomination or election to an office of the federal government or to committees, associations, or organizations organized or operating for the purpose of influencing, or attempting to influence the nomination or election of such individuals.

 

 

C. Authorization.

Distributions will not be made by BHPAC unless authorized by the Executive Board.  Distributions will not be made on behalf of BHPAC at a time when there is a vacancy in both the offices of its Treasurer and Assistant Treasurer or when there is not a campaign treasurer appointment for BHPAC in effect at the Texas Ethics Commission.

 

D. Distribution by Check.

All distributions made by BHPAC will be by check drawn on an account of the BHPAC in accordance with the provisions of this Agreement, unless otherwise approved by 2/3 of the Executive Board.

 

E. Distribution Restrictions.

Distributions shall not be made if such distribution would in any way violate the provisions of the Texas Election Code or other applicable law.

 

 

V. Governance.

 

A. Executive Board.

 

1.      Composition. The Executive Board shall consist of not more than 13 and no less than 7 Directors, all of whom reside in Hidalgo, Starr, or Cameron County, Texas, and are contributors/members of the BHPAC. The Board shall consist of 8 or 9 physicians and 4 non-physicians with 1 seat being designated to a member of RGV Pharmacy Association.  Selection of said member shall be based on the selection of set organization effective as of December 31, 2009.  Individual must be member of BHPAC.

 

2.      Duties. The Executive Board shall have supervision of and control over all affairs and funds of BHPAC.  The Executive Board shall serve without executive compensation, other than reimbursement for expenses deemed appropriate by the Board and which may be lawfully paid or reimbursed under Texas law.

 

3.      Terms. Each elected member’s term will be two years.  No member can be elected to more than three consecutive two-year terms or seven consecutive years unless recommended by the Nominations Committee of BHPAC and approved by two-thirds (2/3) of the Executive Board.  Half of the positions will be elected in odd numbered years and half will be elected in even numbered years.  Pharmaceutical seat will be elected on even numbered years.

 

4.        Selection.

 

a.            The Nominations Committee of BHPAC will consist of the Chair, Vice-Chair and one member appointed by the Chair.  Each year, the Nominations Committee shall select at least one nominee to fill any vacancies that will exist at the end of the current year.  The Nominations Committee will bring the selection of nominees to the final meeting of the year for the purpose of voting.  A fair and impartial election will be held utilizing a secret ballot.

 

b.            Prior to the last meeting of the year, contributors may submit additional nominee’s names in writing to the Nominations Committee, provided such nominee satisfies the requirements above and he/she has agreed to serve.

 

5.        Resignation. Any Executive Board member may resign at any time by giving written notice to the Chair.

 

6.        Vacancies. The Executive Board may fill any vacancy that occurs during the year.  The newly appointed Executive Board member shall serve the unexpired term of his/her predecessor.  At the end of the term, the position shall be filled by an Executive Board member elected pursuant to the annual election procedure outlined above.

7.        Removal of Executive Board Member. An Executive Board Member may be removed from office for the following reasons:

1.    Failure to attend three consecutive meetings

(Removal will occur if approved by 2/3 of Executive Board)  and/or

2.    Failure to continue being a member of BHPAC.

8.        Voting by Proxy. A Board Member may assign an agent authorized to act on his or her behalf.  If a Board member is not able to attend a meeting or present a vote, he or she can vote on proposals or action items by means of a proxy.  Voting by proxy does not constitute for attendance at meetings.

 

 

B. Officers.

1.      Composition.  The officers of BHPAC shall be a Chair, a Vice-Chair, a Secretary, and a Treasurer.  The Chair, Vice-Chair, and Secretary shall constitute the Executive Committee.  The Officers shall be elected annually by the Executive Board at the first meeting and shall serve for one year.  A person may not serve in the same office for more than three consecutive terms, unless recommended by Nominations BHPAC and approved by 2/3 of the Executive Board.  The Executive Board may designate a Treasurer who is not a BHPAC member, nor a contributor to BHPAC, nor a voting member of the Executive Board.

 

2.      Duties of the Officers shall be:

 

a.  Chair:  The Chair shall give due notice for and preside at all meetings of BHPAC.

 

b. Vice-Chair:  In the event of the Chair’s absence, the Vice-Chair shall preside at meetings..

 

b.    Secretary: The Secretary shall take minutes of all meetings of                                                                                                  BHPAC.

 

c.     Treasurer: The Treasurer will be responsible for all accounting duties, present financial statements and prepare and file all financial reports to the Texas Ethics Commission.

 

VI. Meetings

 

The Executive Board shall hold meetings every 4th Thursday on a monthly basis, unless otherwise notified.

 

VII. Quorum

 

In case of a vote on any matter specified within this Operating Agreement, a majority of the Executive Board present at a meeting shall constitute a quorum to conduct business at the meeting except with respect to removal of a member of the Executive Board.

 

VIII. Parliamentary Authority

 

The current edition of Robert’s Rules of Order Newly Revised shall be the authority for any procedure not specifically covered in this Operating Agreement or rules of this organization.

 

IX. Amendments

 

This Operating Agreement may be amended with a two-thirds (2/3) vote of the Executive Board.  Amendments to or revision of this Operating Agreement must be consistent with current Texas State laws regulating political contributions.