YMG Board of Governors Bylaws

I. Introduction. 

The Yale Medical Group (“YMG”) is the multi-specialty group practice of the full-time faculty of the Yale School of Medicine (“YSM”), the business name under which the faculty conducts that practice, and the administrative unit at YSM that houses the practice.  In general, clinically-active faculty physicians practice through the academic Departments in which they hold faculty appointments, under the direction of their Department Chairs (and in some cases, their Section Chiefs).  The Departments are responsible to the Dean of the School of Medicine (the “Dean”) for their clinical, teaching and research activities, and for their financial performance.  The YMG provides business and operational oversight, strategic guidance and direction, and facilities and services in support of the clinical practice. 

II. Powers and Functions.

The YMG shall be overseen by a Board of Governors (the “Board”). The powers and functions of the Board shall include:

  1. oversight of YMG strategic planning;
  2. establishment of operational policies and procedures, including establishment of YMG practice standards, optimal service location and facility use and clinical space allocation;
  3. approval of YMG annual operating budgets, subject to further approval by the Dean to the extent not funded exclusively from YMG assessments;
  4. approval of capital budgets and strategies for capital investments, subject to further approval by the Dean and Yale University;
  5. oversight of YMG financial operations;
  6. facilitation of interdepartmental cooperation and resolution of interdepartmental disputes regarding multidisciplinary clinical programs;
  7. timely and effective communication with YMG membership;
  8. regular and timely reporting of actions to the Dean.

III. Composition of Board. 

The Board shall consist of twelve (12) members, eight (8) voting members as defined herein (“Voting Members”) and four (4) non-voting Members as defined herein (“Non-Voting Members”) (collectively, “Members”).

  1. Voting Members.
    The eight (8) Voting Members shall consist of:
    1. Five (5) Chair Members, as defined and elected in Article IV below;
    2. Two (2) Clinically Active Non-Chair Members, as defined and elected in Article IV below; and
    3. The YMG Chief Executive Officer ("YMG CEO").
  2. Non-Voting Members.
    The four (4) Non-Voting Members shall consist of:
    1. The YMG Chief Medical Officer ("YMG CMO");
    2. The YSM Deputy Dean for Finance and Administration ("Deputy Dean");
    3. The YNHH Chief Medical Officer ("YNHH CMO"); and
    4. The YNHH Chief Operating Officer ("YNHH COO").  

IV. Selection of Board Candidates and Election.

  1. Election of Chair Members.
    The Chairs of the YSM Clinical Departments (as defined herein) (“Chairs”) shall elect five (5) of the Voting Members from among their number, including at least one (1) Chair each from the surgical, medical, and hospital-based departments (“Chair Members”). 
  2. Election of Clinically Active Non-Chair Members.
    YSM faculty physicians who are credentialed to practice medicine within YMG shall elect two (2) of the Members (“Clinically Active Non-Chair Members”) from among their number.
  3. Method of Nomination and Election
    Election to the Board will be held annually by ballot. Chairs of Surgical Departments will vote for the surgical Chair Member, Chairs of Medical Departments will vote for the medical Chair Member, and Chairs of the Hospital-based Departments will vote for the Hospital-based Chair Member.  All Chairs will vote for the remaining two (2) Chair Members.  Each Chair will nominate three (3) eligible faculty members for the two (2) Clinically Active Non-Chair Member positions.  The method of nomination shall be determined by the Board. In case of ties, the Dean will select the nominee or Member.
  4. Definitions.
    For the purposes of these bylaws only, “Surgical Departments” include the Department of Neurosurgery, Obstetrics and Gynecology, Ophthalmology, Orthopaedics and Surgery; “Medical Departments” include the Department of Dermatology, Internal Medicine, Neurology, Pediatrics, Psychiatry, the Cancer Center and the Child Study Center; and “Hospital-based Departments” includes the Department of Anesthesiology, Laboratory Medicine, Pathology, Diagnostic Radiology or Therapeutic Radiology.

V. Term of Office.

The terms for Members elected in FY2009 will be staggered.  Among the five (5) Chair Members, the one (1) elected with the lowest percentage of votes will have a term of one (1) year, the two (2) elected with the next lowest percentage of votes will have terms of two (2) years, and the two (2) elected with the highest percentage of votes will have terms of three (3) years. Among the two (2) Clinically Active Non-Chair Members, the one (1) elected with the most votes will have a term of three (3) years and the other will have a term of two (2) years.  In case of ties, the Dean will assign the term length. 

All members of the Board elected after FY2009 will have terms of three (3) years.  No Member may serve consecutive terms, whether as a Chair Member or Clinically-Active Non-Chair Member, without at least one (1) intervening year between terms as a non-Member.

VI. Chair of the Board.

The Voting Members shall elect a Chair of the Board from their number who will serve a two (2)-year term.  To be elected, the Chair must be able to serve for one (1) complete term of two (2) or more years.

VII. Resignation and Removal.

A Member may resign at any time by giving written notice of such resignation to the Chair of the Board. Such resignation is effective upon receipt of said notice or at such later time as may be specified in such notice. Chair Members who step down from their Chair positions will be deemed to have resigned from the Board at the time they step down.   Clinically Active Non-Chair Members who resign from the Yale faculty or cease to be credentialed to practice within YMG will be deemed to have resigned from the Board at the time they resign from the faculty or cease to be credentialed, whichever occurs first.  A Member may only be removed by vote of not less than two-thirds (2/3) of the Voting Members at a special meeting. Notice of the proposed removal must be given in the notice of the meeting. Members who fail to attend at least three-quarters (3/4) of all regular meetings over a six (6)-month period will be automatically removed from the Board, subject to the Board’s ability, by vote of not less than two-thirds (2/3) of the Voting Members at a special meeting, to grant a one-time waiver of the removal of such Member.

VIII. Vacancies.

In the event of a vacancy in a Chair Member seat due to resignation, removal, death or disability, the Chair Members will elect an eligible Chair to serve for the duration of the term of the departing Chair Member. In the event of a vacancy in a Clinically-Active Non-Chair Member seat due to resignation, removal, death or disability, the Chair Members will identify two (2) eligible candidates and the full Board will elect one (1) of them to serve for the duration of the term of the departing Clinically-Active Non-Chair Member.

IX.       Presumption of Assent.

A Member who is present at a meeting of the Board at which action on any matter is taken is conclusively presumed to have assented to the action unless the Member’s dissent is entered in the minutes of the meeting or unless the Member files a written dissent to such action with the person acting as secretary of the meeting before the adjournment of the meeting. Such right to dissent does not apply to a Member who voted in favor of such action.

X.        Regular Meetings.

The Board shall hold regular meetings at least once a month at such places and at such times and places as the Board may determine.  The Board shall use best efforts to schedule meetings and votes so as to take into account conflicts and reasonable scheduling requests by Voting Members.  In the event of any Member’s disagreement with the scheduling of a meeting or vote, the Chair of the Board will have authority to decide the matter.

XI.       Special Meetings.

The Chair of the Board shall call a special meeting of the Board on the request of any four (4) Voting Members or on his or her own initiative.

XII.     Notice of Meetings.

Written notice of the time and place of each regular meeting shall be given to each member of the Board by email at least one-hundred eighty (180) calendar days before the meeting.  Written notice of the time and place of each special meeting shall be given to each member of the Board by email at least five (5) working days before the meeting or, in the case of an urgent special meeting, by email and telephone at least forty-eight (48) hours before the meeting. Whenever notice of a meeting is required, such notice need not be given to any Member if a written waiver of notice, executed by him or her (or his/her authorized attorney-in-fact) before or after the meeting, is filed with the records of the meeting, or to any Member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither such notice nor waiver of notice need specify the purposes of the meeting, unless otherwise required by these bylaws.

XIII.    Quorum.

The presence of two-thirds (2/3) of the Voting Members then in office constitutes a quorum, which shall be required prior to holding any meeting of the Board.

XIV.    Action by Vote.

The vote of five (5) of the Voting Members present at a meeting shall be required to decide any question.  No alternates or proxies will be permitted.  Any meeting may be adjourned by a majority of the Voting Members present at the meeting, whether or not a quorum is present.

XV.      Action by Writing.

Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all the Voting Members consent to the action in writing, the written consents are filed with the records of the meetings of the Board, and the Non-Voting Members are notified in writing of the action and consents. Such consents shall be treated for all purposes as a vote at a meeting.

XVI.    Presence through Communications Equipment.

Members may participate in a meeting of the Board or a committee by means of a conference telephone or similar communications equipment, so long as all persons participating in the meeting can hear each other at the same time, and participation by such means constitutes presence in person at a meeting.

XVII.   Committees.

The Board, by vote of a majority of the Voting Members then in office, may elect or appoint one or more committees to advise the Board.  Standing committees of the Board will be chaired by a Member, but may include YSM faculty members who are not Members.  Ad hoc committees of the Board may be chaired by and include faculty members who are not Members.  Unless the Board otherwise designates, such committees shall conduct their affairs as nearly as possible in accordance with the rules prescribed by these bylaws, and the provisions of these bylaws pertaining to meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements shall apply to committees and their members as well.

Adopted: September, 2008