The National Public Sector Health Care Roundtable (Roundtable) is hereby established as an independent organization committed to representing the common interests of public sector health care providers before the federal government and to advocating on behalf of the development, implementation and funding of public policies that best address the health care needs of the public sector and its employees.
The Roundtable is established as a nonprofit, tax-exempt entity under the provisions of Section 501(c)(4) of the Internal Revenue Code. It shall operate in all respects as a nonprofit organization and shall not engage in any business or activity for profit.
The purposes of the Roundtable are to:
(a) Monitor federal health care-related legislation and regulations to evaluate the potential impact on public sector health care programs.
(b) Advocate for federal public policies that promote the availability of affordable health care coverage for all public employees and retirees.
(c) Oppose federal public policies that would serve to undermine health care benefits in the public sector.
(d) Work to ensure parity for the public sector with regard to any federally provided program and/or assistance available to private sector employers.
(e) Share information with Roundtable members regarding best practices in areas such as consumer engagement with public employees and retirees, provider negotiations, and discussions with the provider community regarding accountability in controlling health care costs.
(f) Coordinate with existing organizations to advance the goal of quality health care for the public sector at a sustainable cost to the employee and to the plan sponsor.
(g) Engage in any lawful activity appropriate and necessary to advance the mission of the Roundtable.
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Section 1. Members
Any statewide, regional or local governmental unit that provides health care coverage for public employees and/or retirees, any national or state association that represents the interests of public sector health care plan sponsors, and any related governmental unit with an interest in health care shall be eligible for membership. The Board of Directors may add additional membership categories plus dues based on the recommendation of the Membership Committee.
Section 2. Dues
The Roundtable shall be financed by the payment of annual dues by members. The amount of dues shall be established periodically by the Board of Directors.
Section 3. Approval of Membership Applications
Requests for membership must be approved by the Board of Directors or its designee.
Section 4. Voting
(a) General. Every member of the Roundtable shall be entitled to one vote at the annual meeting or other meetings of the Roundtable.
(b) Qualification to Vote at Annual Meeting. Each member shall have paid its annual dues in order to vote at the annual meeting or other meetings of the Roundtable.
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III. OFFICERS AND BOARD OF DIRECTORS
Section 1. Officers
Upon adoption of the By Laws by the initial incorporators, the initial officers of the Roundtable shall be:
1. President, Jarvio Grevious, CalPERS
2. Vice-President, Gary Harbin, Kentucky TRS
3. Secretary-Treasurer, Laurie Hacking, Ohio PERS
(a) Thereafter, the officers of the Roundtable shall be elected by the Board of Directors from amongst their membership following the conclusion of each annual meeting.
(b) The officers shall be: President, Vice President, Secretary-Treasurer.
(c) All officers shall serve without salary or honorarium. Officers and members of the Executive Board may be reimbursed of expenses incurred in carrying out their duties.
(d) All officers shall serve a one-year term but may be reelected.
(e) The President shall serve as the Chair of the Board of Directors and shall be primarily responsible for the operation of the Roundtable. The Vice-President shall support the President and shall fulfill the duties of president in his absence. The Secretary-Treasurer shall oversee the record keeping and the finances of the Roundtable.
Section 2. Board of Directors
(a) Composition. The Board of Directors shall be composed of an odd number of members not to exceed nine members. The initial Board of Directors shall consist of the following members:
1. Jarvio Grevious, CalPERS
2. Gary Harbin, Kentucky TRS
3. Terri Bierdeman, Ohio STRS
4. Laurie Hacking, Ohio PERS
5. Chris DeRose, Michigan Office of Retirement Services
6. Meredith Williams, Colorado PERA
7. William Nail, Texas ERS
Thereafter, the Board of Directors shall be elected at the annual meeting in accordance with the By Laws.
(b) Election of Board Members. The Nominating Committee shall propose to the Roundtable a slate of nominees to succeed directors whose terms are expiring. Additional candidates may be nominated at the annual business meeting. If no additional candidates are nominated, a single vote for the slate of nominees shall be submitted by the Nominating Committee. If additional candidates are nominated at the meeting, each member shall be entitled to vote for as many candidates as there are vacancies. The number of candidates, equal to the number of vacancies, who receive the most votes, shall be elected.
(c) Terms of Office. Each director shall serve for three years. Provided, that the initial directors shall be elected as follows: three (3) directors shall be elected to a three-year term; three (3) directors will be elected to a two-year term; and three (3) directors will be elected to a one-year term. The initial terms shall be determined by a random drawing aimed at producing staggered terms. Each initial director shall draw one slip of paper and serve the initial term indicated by the drawing. If one or more initial directors cannot attend the drawing, a slip of paper shall be drawn on their behalf. If less than nine members are appointed as initial directors, the initial terms shall be determined by a random drawing aimed at producing staggered terms to the extent possible as determined by the initial directors.
(d) Duties. The Board of Directors shall be responsible for governing the Roundtable. The Board shall have the authority to elect the officers of the Roundtable; engage an administrator; enter into contracts on behalf of the Roundtable; conduct an annual business meeting; cause an annual audit of Roundtable financial records; and carry out such other activities as are necessary to advance the interests of the Roundtable.
(e) Vacancies. In the event of the death, disability, or resignation of any Director, the vacancy shall be filled by the remaining members of the Board of Directors for such period from the date of the vacancy to the date of the next annual business meeting. At the next annual business meeting, the members shall fill such vacancy for the remaining portion of such unexpired term.
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Section 1. Standing and Special Committees
The President shall appoint the members of standing and special committees with the approval of the Board of Directors. Each committee member shall be appointed for a one-year term but may be reappointed to succeeding terms. The Board may establish special committees as is necessary to achieve the mission of the Roundtable.
Standing committees shall include:
(a) An Executive Committee consisting of the officers and two directors appointed by the President which shall govern the Roundtable between meetings of the Board of Directors and which shall make recommendations to the Board of Directors on matters of administration and finance.
(b) A Legislative Committee to recommend policies and to implement strategies in regard to federal legislation and/or regulation that impact or could impact the mission of the Roundtable.
(c) A Public Affairs Committee to monitor and make recommendations with regard to the development and implementation of a comprehensive communications program for the Roundtable.
(d) A Membership Committee to develop strategies aimed at actively recruiting members from throughout the public sector health care plan sponsor community. The Membership Committee shall develop and recommend to the Board of Directors a separate category of membership that includes national, state or local organizations that support the efforts of the Roundtable to provide health care coverage for public employees and/or retirees.
(e) A Nominating Committee to nominate candidates for the Board of Directors.
Section 2. Ex-Officio Members
The President and Vice President shall be ex-officio members of all committees and shall have the right to vote on such committees.
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Section 1. Annual Business Meeting
The President shall convene an annual business meeting of the Roundtable for the purpose of electing members of the Board of Directors and to conduct such other business as may be necessary for the good of the Roundtable. The meeting shall be held at a time and place designated by the President. Other meetings of the Roundtable shall take place if called by the President or a majority of the Board of Directors.
Section 2. Quorums
Those present, either in person or by conference call, at any meeting of the Roundtable or any committee of the Roundtable shall constitute a quorum for the transaction of business. A simple majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. The Board and its committees shall provide a means for their members to participate in meetings by telephone conference or other electronic means. The Board of Directors and other members of the Roundtable may designate in writing a replacement to attend and vote at meetings.
Section 3. Records
The Secretary-Treasurer shall cause a summary of the proceedings of the annual business meeting, any other meeting of the Roundtable, and the meetings of the Board of Directors to be maintained and made available to Roundtable members upon request.
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VI. OTHER MATTERS
Other matters not provided for in these bylaws shall be governed by the Board of Directors.
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VII. FISCAL YEAR
The fiscal year of the Roundtable shall be January 1 through December 31.
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The Board of Directors shall designate the Secretary-Treasurer, an individual specifically so authorized, or both to sign contracts on behalf of the Roundtable. The funds of the Roundtable shall be deposited in accordance with the direction of the Board of Directors and shall only be withdrawn on checks signed in the name of the Roundtable by the Secretary-Treasurer and/or such other person or persons as the Board of Directors may designate.
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IX. BYLAW AMENDMENTS
Section 1. Amendment Procedure
These bylaws may be amended, at any annual business meeting of the Roundtable, by a two-thirds vote of those present, provided that any such amendment shall have been submitted to the Board of Directors at least 45 days prior to the annual meeting. The Board of Directors shall submit the proposed amendment to the Roundtable members, together with its recommendation, no less than 30 days prior to said annual business meeting.
Section 2. Effective Date
Bylaw amendments approved by the Roundtable shall become effective immediately upon adoption unless otherwise provided for within the amendment.
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