1. (1) Incorporation: A maternity home may be operated by a person, society, agency, or corporation. If the maternity home is operated as a corporation, the licensing law provides that no maternity home “shall receive a certificate of incorporation from the Secretary of State unless there shall first be filed with the Secretary of State by the department a commendatory certificate approving the charter. All amendments to previously granted charters shall take the same course and meet the same requirements as are herein provided for a new and original charter.”

   1. (a) Every private maternity home shall have a governing board. This governing board shall be broadly representative of the community.
   2. (b) The governing board of every private maternity home shall establish bylaws and/or written policies pertaining to its or organization and structure.
   3. (c) The governing board shall operate according to the bylaws and/or written policies which it has established.

2. (2) The bylaws and/or written policies of the agency shall include the following subjects:

   1. (a) Name of the agency;
   2. (b) Purpose, with a description of scope of operation;
   3. (c) Membership of the governing board;
   4. (d) Powers and duties of the governing board and advisory board, if applicable;
   5. (e) Size of the governing board;
   6. (f) Method of selection and tenure of members of the governing board;
   7. (g) Method of election of officers and of the governing boards;
   8. (h) Organization of the governing board and its committees, enumerating their respective responsibilities;
   9. (i) Method of calling meetings of the governing board, including annual meetings;
   10. (j) Frequency of meetings, quorum requirements, rules or order;
   11. (k) Statement of agency’s fiscal year;
   12. (l) Responsibilities of the administrator and his/her relationship to the governing board; and
   13. (m) Method of amending the bylaws and/or changing written policies.
3. (3) The bylaws or policies shall be reviewed every three (3) years and changes made where necessary.
4. (4) No more than one third of the governing board shall be employees of the agency.

5. (5) Board of Directors:

   1. (a) Every maternity home operating as a corporation shall have a board of directors which operates as the responsible representative of the community and m the governing board of the agency.
   2. (b) There shall be a plan for rotation of the governing board. Members shall serve no more than nine (9) consecutive years.
   3. (c) There shall be a minimum of six (6) meetings per year.
   4. (d) The governing board shall select and appoint an administrator to whom shall be delegated the responsibility for administering the agency.
   5. (e) The governing board shall secure adequate funds for the maintenance of the program to which the agency is committed.
   6. (f) The governing board shall assume joint responsibility with the administrator for formulating and evaluating the general program plans and policies of the agency.
   7. (g) The governing board shall account for the expenditure of funds and for the service of the agency.
   8. (h) The governing board shall not be involved in any individual cases unless the board member is a staff person whose job description authorizes such involvement.
   9. (i) Officers shall be elected annually with consecutive terms limited to two (2).

Authority: T.C.A. §§4-5-226(b)(2); 37-5-101; 37-5-105; 37-5-106; 37-5-112(a); 71-1-105 and 71-3-501 through 71-3-531. Administrative History: Original rule certified June 10, 1974. Repealed and new rule filed April 15, 1977; effective May 16,1977. Repealed and new rule filed February 28, 1983; effective May 16, 1983. Repealed and new rule filed August 14, 1990; effective September 28, 1990. Rule assigned a new control number, removed and renumbered from 1240-4-7-.03 filed and effective March 25, 1999.