ARTICLE I. Preamble
In order to further the teaching, research and public service missions of the University of Illinois, and pursuant to the authority granted to it by 110 ILCS 330/5 and 225 ILCS 65/15-10, the Nursing and Advanced Practice Nursing Act, these Nursing Service Plan (NSP) Bylaws for the University of Illinois at Chicago College of Nursing (the “College”) are hereby adopted for the purpose of establishing the procedures under which the faculty shall establish: (1) the manner in which professional fees shall be charged, and (2) the manner in which any charges so collected shall be disbursed. These Bylaws shall be administered and interpreted consistent with the attainment of the following goals.
A. To provide a clinical practice structure that will optimize translation of new knowledge into practice, foster a sense of corporate identity among all College faculty members, and provide a vehicle for the dissemination of best practices;
B. To foster and develop mechanisms for the provision and expansion of health care services to the citizens of Illinois via collaborations with other health care providers and community based organizations.
ARTICLE II. Definitions
A. University means the Board of Trustees of the University of Illinois.
B. College means University of Illinois at Chicago College of Nursing.
C. Department means an academic department within the College.
D. Region means an off-site regional program within the College.
E. Faculty Practice means direct patient care professional services and indirect professional services provided by faculty to individuals, families, groups, communities or other organizations.
F. Bylaws mean these University of Illinois at Chicago College of Nursing, Nursing Service Plan (NSP) Bylaws.
G. University of Illinois Medical Center at Chicago (UIMCC) means any hospital, institute, clinic, out-patient department, or office owned or leased by the University, at which a University health care program is conducted.
H. Full-time Faculty means a position on the faculty of the College as a full-time employee of the University of Illinois (either 11 or 9 months), and/or as a full-time employee of the University and any hospital, clinic or community organization with which the College has an affiliation agreement stating that such employees shall be members of the faculty and NSP of the College.
I. Department Head means the individual appointed Head of a Department of the College.
J. Full Member shall mean an individual who is a Member of the NSP pursuant to Article III, Section A (1) of these Bylaws.
K. Associate Member shall mean an individual who is an Associate Member of the NSP pursuant to Article III, Section A (2) of these Bylaws.
L. Affiliate Member shall mean an individual who is an Affiliate Member of the NSP pursuant to Article III, Section A (3) of these Bylaws.
M. Board of Directors means the College of Nursing NSP Board of Directors pursuant to Article VI of these Bylaws.
N. Professional Fees shall mean all fees for faculty practice services rendered by Full Members, Associate Members and Affiliate Members regardless of the place where such services are rendered, or otherwise within the scope of their employment by the College, but shall not include compensation paid by the College.
ARTICLE III. Membership: Rights and Obligations of Members
A. The membership shall include all College Faculty providing income generating direct patient care professional services as a condition of employment, or other affiliation with the College, and College Faculty who elect membership and provide indirect professional services. All Members shall be bound by the terms of these Bylaws
1. Full Members shall be Full-Time Faculty.
2. Associate Members are Faculty who do not meet the criteria for Full Members, but who receive compensation from and render professional services through the College at a level of 51% or greater appointment, or have NSP billings during the previous fiscal year greater than an amount determined by the NSP Board and Dean.
3. Affiliate Members shall be Faculty who (a) have appointments as non-voting College Faculty members at 50% or less and (b) who have NSP billings during the previous fiscal year at an amount less than that determined annually by the NSP Board of Directors and the Dean.
B. Voting: Full Members and Associate Members shall have voting privileges for the term of the current Faculty appointment with the College.
C. Responsibilities: Membership responsibilities shall include:
1. Recommend approval of any amendments to these Bylaws to the Dean;
2. Recommend approval of the dissolution of the NSP to the Dean.
3. Elect five Directors to the Board every two years.
D. Direct Patient Care Professional Service Income: All professional fees for direct patient care professional services generated by a Full Member shall only be billed and collected by the NSP. No Full Member shall charge or collect any Professional Fees for direct patient care professional services, directly or indirectly, for an account outside of the NSP while appointed to the Faculty of the College. All such fees shall be billed through or on behalf of the NSP and all funds collected in respect such billings shall be deposited in an NSP Fund in the University’s treasury, as provided in Article IV thereof.
E. Compensation: The compensation of the Members shall be recommended by the Board of Directors, in accordance with the Bylaws, as provided in Article V hereof and in compliance with the University Statutes, Rules and Policies.
ARTICLE IV. Professional Fees
A. Amount of Fees: The amount of the Professional Fees or other Professional charges shall be determined according to schedules or other arrangements established by the Board of Directors of the NSP.
B. Billing and Collection: All Professional Fees shall be billed and collected in the name of the NSP. The NSP billing and collection procedures shall be subject to the following rules:
1. The costs of billing and collection shall be paid solely out of Professional Fees collected, and shall not be paid from other University funds, which may be available to the College.
2. The NSP shall be liable and accountable for any adverse settlements with third party payors, such as Blue Cross/Blue Shield, Medicare and Medicaid.
C. Accounts and Accounting: All funds received under the NSP with respect to Professional Fees shall be accounted for in the manner described below.
1. There shall be established in the treasury of the University a fund or funds designated the “University of Illinois at Chicago College of Nursing Service Plan” (the “NSP Fund [s]”).
2. All funds received by the NSP with respect to Professional Fees shall be deposited in the NSP Fund(s). The disbursement of funds deposited in the NSP Fund (s) shall be under the exclusive control of the Board of Directors in accordance with the Bylaws and any other persons to whom the Board of Directors may properly delegate such authority, subject to the provisions of these Bylaws.
3. All expenses incurred by the University, whether in its name or in the name of the College or the NSP in connection with the activities which generate or are related to Professional fees, other than Members’ compensation, shall be a liability of the NSP Fund(s) and payable there from before the payment of any other expenditures. Such expenses shall include, but not be limited to premiums for, or contributions toward professional liability coverage of Full Members, Associate Members, and Affiliate Members; compensation for services performed by personnel engaged in support of the faculty practice activities, to the extent that such compensation is not otherwise payable by the University; costs of billing and collecting Professional Fees, whether payable to the University or an outside agency; Faculty Base Salaries as in Article V below and fringe benefits related thereto; costs of supplies, information systems and equipment used to support NSP activities; and legal fees incurred , whether for outside counsel, or by or on behalf of the Office of University Counsel and other consulting expenses.
4. As soon as practicable after the end of the preceding quarter, the NSP shall cause to be calculated the gross receipts recorded in the NSP Fund(s) since the end of the preceding quarter. These shall be referred to as “Gross Professional Fees”. Immediately upon the determination of the Gross Professional Fees, the Board of Directors shall cause the disbursement of (1) an amount of the Gross Professional Fees less the cost of professional liability coverage and billing and collection-related expenses to be determined annually by the Board of Directors and the Dean to an account maintained in the University treasury designated by the Dean of the College for such Purpose (the “College Account”), and (2) an amount of the Gross Professional Fees less the cost of professional liability coverage and billing and collection-related expenses to be determined annually by the Board of Directors and the Dean to accounts maintained in the University treasury as Departmental Accounts (the “Department Account”).
The percentages allocated to College and Departmental accounts may be adjusted from time to time by the Board of Directors. Funds held in the College Account and the Department Accounts shall be used, at the sole discretion of the Dean of the College or the Department Head, as the case may be, to further the research, educational and practice activities of the College and the Department, respectively.
5. Any amount remaining in the NSP Fund(s) after the payment of the expenses described in paragraph 3 above and the disbursements described in paragraph 4 above shall be available for disbursement at such time or times as determined by the Board of Directors in support of the practice, educational and research activities of the NSP, including the payment of Variable NSP Compensation and the fringe benefits related thereto as defined in Article V below to Full Members, and Associate Members and Affiliate Members of the NSP.
6. The NSP Fund(s) shall be credited with interest income based on the NSP accounts fund balance. All earnings attributable to amounts held in the NSP accounts shall be credited to and deposited in the NSP Fund(s) not less frequently than once every three months. Any balances in NSP funds as of the end of a fiscal year of the NSP shall remain in the funds and be carried over to the succeeding year.
7. If the costs of running any faculty practice program or activity along with the payment of expenses described in paragraph 3 above would cause the NSP Fund(s) to show a negative balance, the Board of Directors shall determine the appropriate action to be taken. This may include any one or more of the following actions: (1) a change in the faculty salaries of the Full Members, Associate Members and Affiliate Members of the NSP the following fiscal year provided that any such reduction shall be made pro rata in respect to all Full Members, Associate Members and Affiliate Members; and (2) the transfer to the NSP Fund(s) of funds from the College Account and Department Accounts. Any such reductions or transfers shall be restored from the NSP Fund(s) prior to the payment of any Variable Compensation.
8. The NSP shall keep all its books and records according to generally accepted accounting practices and applicable University guidelines. Summaries of the activities of the NSP Fund(s), College Account and Department Accounts shall be provided to the Dean of the College at least once every three months. The Dean of the College shall be entitled to inspect the accounts of the Departments at any time. The accounts of the Department shall also be made available for review by other University officials authorized by the Dean.
D. Annual Budget: During the University’s annual budget process a financial budget for the NSP covering the next academic year shall be submitted to the Board of Directors for approval. Such budget shall reflect anticipated Gross Professional Fees, expenses, transfers to the College Account and the Department Accounts and all faculty compensation. A quarterly report of financial activity will be presented to the Board of Directors.
ARTICLE V. Compensation of Full Members, Associate Members, and Affiliate Members
The compensation of Full Members, Associate Members, and Affiliate Members shall be paid by either of the following two payment methods or some combination of both.
A. Faculty Base Salary: Whenever applicable, the “Faculty Base Salary” of a Full Member or an Associate Member or an Affiliate Member shall be a fixed annual total amount of compensation which may include one or more components as determined by the Department Head, subject to the approval of the Board of Directors prior to the beginning of each academic year and included in the Department Budget. Faculty Base Salary shall be treated as remuneration for services performed for the duration of the employment contract by the recipient as an employee of the University for all purposes, including participation in any University or College retirement or fringe benefit plans or programs and the University’s responsibility to withhold, report and pay federal income and employment taxes.
B. Variable Compensation: The “Variable Compensation” of a Full Member, Associate Member or an Affiliate Member shall be an amount based upon the Net Professional Fees [the Gross Professional Fees less expenses and payments pursuant to Article IV, Section C (3) & (4)], earned by the Members during a fiscal year of the NSP. Payments of Variable Compensation shall be made no less frequently than at the end of each fiscal quarter. Notwithstanding anything to the contrary, the liability of the NSP to pay Variable Compensation to any Full Member, Associate Member or Affiliate Members shall be limited to the assets of the NSP Fund(s) after payment of expenses described in Article IV C (3) above and the disbursements described in Article IV C (4). Variable Compensation shall be treated as remuneration for services performed by the recipient during the period of the current employment by the College for all purposes, including participation in any University of Illinois retirement or fringe benefits plans, or programs and the University’s responsibility to withhold, report and pay income and employment taxes, and for the period of appointment to the Faculty of the College
ARTICLE VI. Nursing Service NSP—Board of Directors
A. The College shall establish a Board of Directors for the NSP. The Board of Directors shall consist of the following members:
1. All Department Heads of the College.
2. An elected Member representative from each Department who is not the Department Head. The Department representative must be a voting Member of the NSP and is to be selected by a majority vote of the Departmental Full Members and Associate Members for a term of 2 years.
3. Two elected Member representatives from the Regions. The Regional Member must be a voting Member of the NSP and is to be selected by a majority vote of the Regional Full Members and Associate Members for a term of 2 years.
4. Dean of the College of Nursing; and
5. Up to four members at large appointed by the Dean.
B. The Board of Directors for the NSP, in addition to performing the duties herein provided, may be called upon to advise the Dean of the College, the CEO of the UIC Health Care System or the UIC Chancellor, as to recommended changes to the NSP. The Board of Directors shall have the right to review any changes proposed in the NSP by the Dean of the College, the CEO of the UIC Health System or the UIC Chancellor prior to the referral of such changes to the University. The Board of Directors shall have the following authority and responsibilities:
1. To support clinical faculty practice and provide a forum for discussion of practice issues.
2. To approve an annual NSP budget.
3. To monitor the NSP Fund(s) once a quarter against the annual budget approved by the Board of Directors.
4. To approve practice fee schedules.
5. To determine the proportional distribution of NSP Faculty Variable Compensation.
6. To establish the percentage distribution of funds to the College and Departmental Accounts. To monitor the quality of NSP services provided.
C. A majority of the voting Members of the Board of Directors as constituted from time to time shall constitute a quorum, and any action approved by the majority of the Members of the Board of Directors present at any meeting in person shall constitute the action of the Board of Directors. Each Member of the Board of Directors shall be entitled one vote.
D. The Dean or his/her designee shall be Chair of the Board of Directors and shall, in addition to performing the usual duties of the Chair, sign all reports and endorsements required of the Board of Directors. The Dean may appoint a Vice Chair of the Board of Directors. In the absence of the Chair, the Vice Chair shall perform the duties of the Chair.
E. The Board of Directors shall meet no less frequently than annually.
F. The Board may establish standing or ad hoc committees to complete specific tasks as required. The membership, roles and responsibilities of such committees shall be determined by the Board.
ARTICLE VII. Member Meetings
A. Annual Meeting: There shall be an Annual Members’ Meeting held on a date determined by the Board of Directors.
B. Special Meetings:
1. Special meetings of NSP Members may be convened by the Chair of the Board of Directors at any time.
2. Special meetings may also be convened with not less than seven business days’ prior notice at the request of:
a. A majority of the Department Heads;
b. The Dean; or
c. At least 10% of the Members.
ARTICLE VIII. Amendments
These Bylaws and any subsequent amendments will be presented in writing to the Members at least ten (10) days before a vote is conducted. Ratification of these Bylaws and approval of any amendments shall require a two-thirds majority of those Members voting. Such a vote may be taken at the annual meeting or at a special meeting. These Bylaws shall become effective upon approval of the University and shall take effect immediately following such approval.
ARTICLE IX. Termination
Upon termination of employment by the University, the NSP may continue to bill and to collect for services rendered by a Full Member, Associate Member or Affiliate Member who will no longer receive income derived from these services. Terminating Members have no ownership rights in accounts receivable or work in progress.