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TABLE OF CONTENTS ARTICLE I – NAME |
Washington State Healthcare Executives Forum Bylaws Bylaws of the Washington State Healthcare Executives Forum (WSHEF), an independent chapter of the American College of Healthcare Executives The name of the Chapter shall be Washington State Healthcare Executives Forum, and shall include, for purposes of uniformity, "an independent chapter of the American College of Healthcare Executives". Hereinafter in these bylaws it will be identified as the "Chapter". The American College of Healthcare Executives will be identified as "ACHE". ARTICLE II – MISSION AND AFFILIATION The mission of the Chapter, in the territory designated by ACHE, is to be the professional membership society for healthcare executives; to meet its members’ professional, Career Development, Networking, educational, and leadership needs; to promote high ethical standards and conduct; to advance healthcare leadership and management excellence; and to promote the mission of ACHE. Section 2: Affiliation with ACHE. So long as this Chapter remains a Chapter of the ACHE, the Chapter shall operate in accordance with the ACHE Criteria for Chapter Status. Chapter Bylaws shall be further enacted as necessary to satisfy any governmental regulations. Any disbursement of funds shall be for services rendered to or for the benefit of the Chapter in meeting its purpose. All such payments shall be made in accordance with the Bylaws. Section 3: Organizational Identity. The Chapter is a distinct, separate entity from ACHE. The Chapter is therefore responsible for maintaining the chapter’s financial records, filing appropriate notices and forms with state and federal authorities, and maintaining necessary insurance coverage for the Chapter except where specific arrangements have been made for ACHE to serve as the Chapter’s registered agent. ACHE shall not be liable for the debts and obligations of the Chapter. The Chapter shall not be liable for the debts and obligations of ACHE. Membership in the Chapter shall be available to all individuals who hold at least a baccalaureate degree from an accredited college or university and have an interest in or commitment to the profession of healthcare management, and agree to abide by the ACHE Code of Ethics and the Chapter Bylaws. Section 2: Establishment of Membership. Membership in this Chapter shall become effective when a completed formal application and when the designated dues payment, if required, has been received by the Chapter. Section 3: Types of Membership. Membership in this Chapter shall be consistent with the ACHE membership categories in effect from time to time. A member may resign at any time, by providing written notice to the Chapter. Section 5: Termination, Suspension or Expulsion. The Chapter Board of Directors may suspend or expel any member for cause after giving such member the opportunity to have a hearing. Membership may be terminated by action of the Chapter Board of Directors as a result of violation of the ACHE Code of Ethics, nonconformity with the Chapter Bylaws, or conduct unbecoming a member, as determined by the Chapter Board of Directors. The Chapter Board of Directors may reinstate any member suspended or expelled. The Chapter Board of Directors shall determine the dues to be charged. No portion of the dues paid by any member shall be refundable because of resignation or because his or her membership is terminated for any reason. Section 2: Nonpayment of Dues. Membership shall be terminated for nonpayment of dues at a time consistent with and in accordance with, the policies and procedures of the Chapter. ARTICLE V – MEETINGS OF MEMBERS Section 1: Meetings of Members. The meetings of the Chapter membership shall be conducted in a professional manner as determined by the President or designee, when the latter are not in conflict with these bylaws or the Articles of Incorporation of the Chapter. The Chapter shall conduct an annual business meeting and such other meetings of members as determined by the Chapter Board. Section 3: Notice of Meetings. Written notice stating the place, day and hour of the meeting shall be delivered to each member of record entitled to vote at such meeting, not less than 5 nor more than 60 days before the date of the meeting, by or at the direction of the president, or the secretary/treasurer. Electronic mail will constitute written notice. Section 4: Eligibility to Vote. All members shall have the right to vote. Members may not vote by proxy. The Chapter may utilize any method of voting permitted by law. A quorum shall consist of a majority of the Chapter Board and a minimum of five other active members. Section 6: Special Business Meetings. The Chapter Board may call special business meetings. Special business meetings shall be limited to consideration of subjects listed in the official call for such meetings unless otherwise ordered by unanimous consent of the eligible voting members present and voting. ARTICLE VI – CHAPTER BOARD OF DIRECTORS The administration of this Chapter shall be managed by elected officers and directors that will be called the Chapter Board. The Chapter Board shall have authority and responsibilities for supervising the general operation of the Chapter Board in meeting its mission as stated in Article III. Section 2: Eligibility of Directors. Directors must be dues paying members in good standing of the Chapter whom have completed one year of membership. Section 3: Eligibility of Officers. Officers must be dues paying members in good standing of the Chapter who have completed at least one term as a Director. In addition to these requirements, the Chapter President and Chapter President-elect must be affiliates of ACHE. The Chapter Board shall consist of at least four (4) elected Officers, as specified in Article VII, section 9, and at least two (2) elected Directors. The Past-President will also serve as a Board Director following completion of the President term. Active ACHE Regents in the Chapter area will be ex-officio members of the Board. Section 5: Chapter Board Meetings. Regular meetings of the Chapter Board shall be held at least two (2) times during a year at such time, place, and mode of meetings as the President may determine. The President or any 3 other Board members may also call special meetings of the Board. Notice of any regular or special meeting of the Board of Directors shall be given to each Director 10 days prior to the meeting, if notice is delivered by U.S. mail, or 5 days prior to the meeting if notice is delivered by facsimile or electronic mail. Any director may waive notice of any meeting. One-half of the voting members of the Chapter Board shall constitute a quorum for any vote. In matters of conflict of interest in which an Officer or Director is the subject, the Officer or Director shall not be allowed to vote. Section 8: Action of the Chapter Board. Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, the act of a majority of those Directors present in person at a meeting, teleconference call or by other electronic means at which a quorum is present, shall be the action of the Chapter Board. The Chapter Board may not vote by proxy. In the event of a tie vote, the Chapter Board President shall break the tie. The term of Directors shall commence on the first day of the month following the annual ACHE Congress meeting and shall continue for a period of two years, or until replaced by a subsequent election. The terms of Directors shall be staggered such that no more that one half of the Directors shall commence their terms on the same date. The term of office for Officers shall commence on the first day of the month following the annual ACHE Congress meeting and shall continue for a period of one year, or until replaced by a subsequent election. An individual cannot serve more than 10 consecutive years as a Director or Officer (combined), except in the case where the current president-elect or president is in the tenth year of service and can then serve the remaining terms of president and/or past-president. Additionally, an individual cannot serve more than 3 consecutive terms in the same Officer position. In the event of a vacancy, the Chapter Board shall appoint an eligible member to fulfill the remainder of the term. The Chapter shall have four Chapter Officers, as follows: 1.1 Chapter President. The Chapter President shall be the chief executive of the Chapter, shall convene and preside over meetings of the Chapter Board or Meetings of Members, and shall serve as liaison with ACHE. 1.2 Chapter President-elect. The Chapter President-elect shall substitute for the Chapter President in his or her absence or inability to serve and shall prepare plans for his or her term of office. The President-elect shall advance to President at the completion of the preceding President’s term of office without an election once elected to the office of President-elect. 1.3 Chapter Secretary. The Secretary shall be responsible for the maintenance of all corporate records, minutes, documents and the organizational membership database. 1.4 Chapter Treasurer. The Treasurer shall receive and disburse Chapter funds. All checks will require the signature of one of the four officers of the Chapter. The Treasurer will be responsible for the preparation of periodic financial statements. Section 1: Elections for Officers and Directors of the Chapter Board. Chapter Officers and any Directors required to fill any vacancies shall be elected annually. Chapter Officers and Directors shall be elected by secret ballot at a meeting of chapter members or by electronic mail or facsimile by an disinterested party. When there is only one candidate for an office the Chapter Board President shall call for election of the candidate, by acclamation. When there are two or more candidates for an office, a majority vote of members shall constitute an election. Section 1: Standing Committees. There shall be two standing committees, the Nominating Committee and the Audit Committee. 1.1 Nominating Committee. The nominating committee shall consist of the two current Chapter Officers and one member appointed by the Chapter Board. The nominating committee shall present a slate of Officers and Directors to the members of the chapter no later than 90 days prior to the meeting at which elections will be held. Any eligible chapter member may place his or her name in nomination as an officer or director by submitting a petition with the signatures of no less than five (5) percent of the chapter membership requesting such nomination. The final slate shall be presented to chapter members by notice of a meeting of the membership no later than 60 days prior to the meeting. 1.2 Audit Committee. The audit committee shall consist of two chapter members appointed by the Chapter Board. The audit committee shall arrange and supervise an annual audit or review of the Chapter in accordance with generally accepted accounting principles and practices. Section 2: Local Program Councils. The Chapter Board may create, establish terms, and appoint chapter members to local program councils. Such councils shall conduct such chapter business within a geographic area of the Chapter territory as determined by the Chapter Board, including arranging and sponsoring educational and networking events. The Chapter President may, with the concurrence of the Chapter Board of Directors, establish, specify duties, and appoint chapter members to other committees as may deemed necessary or advisable for effective administration of the Chapter. Members may serve one year on such committees and may be re-appointed. ARTICLE IX – CONFLICT OF INTEREST The Chapter Board and its Officers shall administer Chapter affairs honestly and economically and exercise their best care, skill, and judgment for the benefit of the Chapter and ACHE. The Chapter Officers shall exercise the utmost good faith in all transactions relating to their duties for the Chapter. In their dealings with and on behalf of the Chapter, they are held to a strict rule of honest and fair dealings with the Chapter. They shall not use their position, or knowledge gained there from, so that a conflict might arise between the Chapter interest and that of the individual. Section 2: Disclosure of Conflict of Interest. Each nominee for a Chapter Board or committee position shall make written disclosure of any interest that might result in a conflict of interest upon nomination to office, before appointment to fill a vacancy in office, and annually thereafter. Such a written disclosure shall be made on such form or forms as may be adopted by the Chapter Board for that purpose. Section 1: Amendments. The Bylaws may be altered or amended by majority vote of the Chapter Board Section 2: Review of Chapter Bylaws. Prior to enactment or modification, Chapter Bylaws will be reviewed and approved by ACHE in accordance with existing policies and procedures. ACHE and the Chapter shall maintain a record of all revisions to the Bylaws, including effective dates. Section 1: Dissolution of the Chapter. The Chapter may be dissolved at any general meeting of the membership by a three-fourths-majority vote of voting members present or by electronic mail or facsimile vote managed by a disinterested party, providing such notice of intent shall have been communicated and provided each voting member at least 30 days prior to the meeting or vote where such dissolution vote is taken. In the event of the dissolution of the Chapter, all assets remaining after the settlement of any chapter debts and obligations shall be distributed in accordance with the United States Internal Revenue Service Code governing dissolution of Non-Profit, Tax exempt or For-Profit corporations. ARTICLE XII – MISCELLANEOUS PROVISIONS Section 1: Execution of Contracts. The Chapter Board may authorize any Officer or Officers and any agent or agents to enter into any contract or execute any instrument in the name of, and on behalf of, the Chapter, and such authority may be general or limited to specific instances. No Officer, agent, or employee shall have any power or authority to bind or obligate the Chapter by any commitment, contract, or engagement, or to pledge its credits to render it liable for any purpose or in any amount unless dully authorized by the Chapter Board. The fiscal year of the Chapter shall commence on January 1st of each calendar year. These Bylaws are in all respects subordinate to, and shall be controlled by, applicable provisions of the corporate laws (profit or non-profit) of the State, other applicable laws, and the Articles of Incorporation of the Chapter. Except as these Bylaws may be inconsistent with such laws and Articles, they shall regulate the conduct of the business and affairs of the Chapter with respect to all matters to which they relate. These Bylaws of the Washington State Healthcare Executives Forum, an independent Chapter of the American College of Hospital Executives, are hereby approved and adapted at a duly held meeting on this 9th day of September, 2003. These Bylaws of the Washington State Healthcare Executives Forum were amended on February 10, 2006. By: Its: Adopted: September 9, 2003 Amended: February 10, 2006 |
