Bylaws
AMERICAN ASSOCIATION OF HEALTHCARE ADMINISTRATIVE MANAGEMENT
WESTERN REGION CHAPTER
WESTERN REGION CHAPTER
BY-LAWS
ARTICLE I
MEMBERSHIP
Subject to the National and Chapter Constitution any qualified person may become a member of the WESTERN REGION Chapter of the American Association of Healthcare Administration Management. Applications for membership shall be made in writing on application blanks furnished for that purpose.
The Chapter President shall have authority to determine, based on the criteria in the national and chapter Constitutions, the eligibility of an individual for membership. An appeal of membership denial may be submitted to the Chapter Board which shall, after submission to appropriate sub-committees, (i.e., membership and ethics-law), render a decision within sixty (60) days of the next regularly scheduled meeting of the Chapter Board of Directors.
The Board of Directors shall have the final authority to determine the eligibility of an individual for membership.
The application, if approved, shall be assessed the designated annual chapter membership fees together with any amount with is required by the National Constitution and By-laws. Membership shall not be transferable or assignable from individual to individual. A member who changes his employment during a membership year shall continue his membership in this Chapter during the remainder of the membership year for which his dues have been paid.
The Board of Directors by an affirmative vote of two-thirds of all of the members of the Board may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those of any member who shall be in default in the payment of dues for the period fixed in these by-laws.
The Chapter President shall have authority to determine, based on the criteria in the national and chapter Constitutions, the eligibility of an individual for membership. An appeal of membership denial may be submitted to the Chapter Board which shall, after submission to appropriate sub-committees, (i.e., membership and ethics-law), render a decision within sixty (60) days of the next regularly scheduled meeting of the Chapter Board of Directors.
The Board of Directors shall have the final authority to determine the eligibility of an individual for membership.
The application, if approved, shall be assessed the designated annual chapter membership fees together with any amount with is required by the National Constitution and By-laws. Membership shall not be transferable or assignable from individual to individual. A member who changes his employment during a membership year shall continue his membership in this Chapter during the remainder of the membership year for which his dues have been paid.
The Board of Directors by an affirmative vote of two-thirds of all of the members of the Board may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those of any member who shall be in default in the payment of dues for the period fixed in these by-laws.
Any member may resign his/her membership or office by filing a written resignation with the Secretary, but such resignation shall not relieve the member/officer so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid. The Board of Directors may, from time to time, confer the status of Life Member upon an individual to recognize their outstanding contributions and meritorious service to the Chapter. All persons so designated a Life Member shall be exempt from all Chapter dues, fees, or assessments.
ARTICLE II
DUES AND FEES
SECTION 1
An application fee shall be determined by the Board of Directors of the Chapter, if not in conflict with the National By-Laws of the American Association of Healthcare Administrative Management. If the Board of Directors imposes an application fee, in an amount to be determined from time to time by the Board, it shall accompany the application. If the applicant is not accepted, the application fee shall be refunded. New applications for membership accompanied by the proper amount of dues and fees, received after the first day of the last quarter of the membership year shall constitute payment for the remaining portion of the membership year and for the following membership year. A new member who submits an application for membership accompanied by the appropriate dues and fees, which is received in the office of the Chapter Treasurer by the first day of the third quarter of the membership year shall have the right to vote in any election held during the remainder of that membership year.
ARTICLE III
VOTING
ELIGIBILITY
SECTION 1
Each eligible member shall be entitled to one vote on each matter submitted to a vote of the members. Proxy voting shall be used only for issues raised at the annual meeting and may not be used for the election of officers.
MAIL VOTES
SECTION 2
Votes shall be cast in person or by mail on an appropriate ballot. The definition of “mail vote”, “mail ballot” or “vote by mail” as used in the By-Laws shall include mail posted through the United States Postal Service, or any generally recognized carrier of transmitted physical documents, as well as electronic transmission, including but not necessarily limited to email, virtual meeting, or any other secure method of electronically articulating a vote that is approved in advance by the Board of Directors.
Notice of the mailing of ballots to the membership shall be communicated to the membership of the chapter in a manner reasonably calculated to achieve actual notification, not more than sixty (60) days and not less than thirty (30) days prior to the posting of the ballots. A system of sending and receiving the completed ballots shall be designated to maintain the security and secrecy of the ballots and votes. Ballots must be posted and made available to the members at least thirty (30) days prior to the meeting, and to be counted, must be returned by the members at least ten (10) days prior to the meeting at which such vote is counted.
All mail votes shall be kept for 30 days after the election results are announced in case recounts are required.
VOTING
MAJORITY
SECTION 3
All matters except as otherwise specified in this constitution and By-Laws shall require a simple majority of those voting.
ARTICLE IV
MEETING
ANNUAL MEETING
SECTION 1
Election of chapter officers shall take place at the Annual Meeting and reports shall be given to the membership. Notice of this meeting shall be given by the President at least thirty (30) days prior to the scheduled date.
SECTION 2
Special meetings of the Chapter may be called either by the President, a majority of the Board of Directors, or not less than one-third (1/3) of the membership. Notice of the meeting shall be made in writing through the physical or electronic document by the President.
MEETING PLACE
SECTION 3
The Board of Directors may designate any place in the territorial boundaries of the Chapter, California, Nevada, or Arizona as the site of either the annual or any special meeting. A majority of the Board of Directors must approve before the meeting place is designated. The Annual Meeting and any meeting of the Board or membership may also be conducted electronically through any meeting platform reasonably designed to conduct such a meeting with appropriate security functions.
QUORUM
SECTION 4
A simple majority of the members voting by mail, ( physically or electronically), on an appropriate ballot, or in person during the meeting shall constitute a quorum.
A majority of the Board of Directors shall constitute a quorum for a meeting of the Committee. There shall be no quorum requirement to convene an annual or special meeting of the membership. A majority of the Board of Directors shall be required to convene a meeting of the Board. A two-thirds () majority of those present at such a Board of Directors meeting shall be required for the passage of any business.
ARTICLE V
BOARD of DIRECTORS
THE COMPOSITION OF THE BOARD OF DIRECTORS
SECTION 1
OFFICERS
SECTION 2
There shall be five (5) officers of the Chapter They shall be a President, First Vice-President, Second Vice-President, Secretary and Treasurer.
BOARD OF DIRECTORS
SECTION 3
The number of the Board of Directors which shall constitute the whole Board shall be such number as there are Standing Committee Chairpersons (except the Nominating and Voting Procedures Committee Members), and the Chairperson of the Board.
CHAIRMAN OF THE BOARD
STANDING COMMITTEE DIRECTORS
SECTION 4
The President of the Chapter shall serve as Chairperson of the Board of Directors of his/her Presidential term and until there is a qualified successor. He/she shall have voting privileges during his/her term as Chairperson of the Board.
The Standing Committee Chairpersons are appointed by the Chapter President for a term to run concurrently with that of the President or until otherwise provided for by action pursuant to these By-laws.
ARTICLE VI
POWERS & DUTIES
OF OFFICERS
SECTION 1
The officers of the Chapter shall be proposed by the nomination committee. At the Chapter’s annual meeting, a majority of the membership voting shall elect a President, First Vice-President, Second Vice-President, Secretary, and Treasurer. President: Shall preside at all general membership meetings and at all Board meetings. He/she shall be an ex-officio member of all committees, standing and special, except the Nominating Committee. He/she shall call meetings, execute policy and provide leadership to the members of the Chapter. He/she shall consult with the Board of Directors and keep them fully informed so that the programs and activities of the Chapter may be coordinated and accomplished. He/she shall strive during his/her term of office to guide the Chapter so as to meet the objectives outlined in the Chapter’s Constitution. Vice-President: The First Vice-President shall perform the duties of the President in the President's absence and is the officer in charge of Chapter program development and membership; the Second Vice-President’s responsibilities are as a stand-in for the First Vice-President in his/her absence and any other duties that the President may assign. Treasurer: The Treasurer shall be responsible for all monies of the Chapter and for all income and disbursement of these monies due and payable to the Chapter. He/she shall deposit all funds in an account in the name of the American Association of Healthcare Administrative Management Western Region Chapter in a depository approved by the Board of Directors He/she may reimburse approved expenses for the business of the Chapter subject to audit by the Board of Directors He/she shall be responsible for financial reporting and for budget development. A current financial statement shall be provided to the membership at the annual meeting of the Chapter. Secretary: The Secretary shall keep, or cause to be kept, full minutes of all meetings of the membership, and the Board of Directors; he/she shall give, or cause to be given, notices of all meetings of the membership, and of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he/she shall be.
TERM OF OFFICE
SECTION 2
Each of the elective Officers and Members of the Board shall be elected for and serve a term of one (1) year. Their term of office shall commence at the election and continue immediately after installation. They shall remain in office until the expiration of their term of office unless they resign and become ineligible due to a change in profession or other reasons. An Officer or Director may serve more than one (1) consecutive term and may be nominated as a candidate for office by the Board of Directors or the Nominating Committee.
BOARD VACANCIES
SECTION 3
If any member of the Board of Directors shall, for any reason, fail to perform or be unable to perform the duties of his/her office, the Board of Directors may declare the office vacated by a two-thirds (2/3) vote of the full Board. If a member has been adjudged to have violated the Codes of Ethics promulgated by this organization, the office shall be declared vacant, after a final decision by the Ethics Committee of such violation. In either event, the Board of Directors, by a majority vote of said Board, shall elect a successor to fill the unexpired term of the said office.
ARTICLE VII
POWERS & DUTIES OF THE BOARD OF DIRECTORS
SECTION I
The Directors, in addition to the Officers and Chairman of the Board, shall be elected at the Chapter’s Annual meeting. It shall be the duty of each Board member to attend all Board and committee meetings and to promote and encourage an increase in membership. The Board of Directors shall consist of the duly elected Officers, the Chairman of the Board of Directors, Standing Committee Chairpersons, and Special Committee Chairpersons designated as Directors. It shall be the duty of each Board member to attend all Board meetings, the annual meeting, and all special meetings. The President shall preside at all Board meetings. In his/her absence, the members of the Board present at such meeting shall elect a Chairman Pro Temp by a majority vote of the Board in attendance. The duties of the Board shall be to establish policy and the programs of the American Association of Healthcare Administrative Management WESTERN REGION CHAPTER, which policy and programs shall be carried out by the Board of Directors.
ARTICLE VIII
STANDING COMMITTEES
NOMINATING COMMITTEE
SECTION 1
Nominating and Voting Procedures Committee. The President of the Chapter shall appoint three (3) members to serve on the Nominating and Voting Procedures Committee, none of whom may be an Officer or Director of the Chapter or nominee. The Nominating and Voting Procedures Committee shall nominate candidates for election at the next annual meeting of the Chapter and prepare, implement, and supervise the voting procedure in all situations in which the membership of the Chapter is required to vote. The Committee will nominate a President, First Vice-President, Second Vice-President, Secretary, and Treasurer. The Committee shall report to the President, not later than six (6) weeks before the scheduled date of the annual meeting, the names of the candidates the Committee has nominated.
The Committee shall promulgate written rules and regulations for the conduct of the balloting to ensure accuracy and secrecy is maintained. The said rules and procedures shall be published from time to time in the official publication of the Chapter and are incorporated by reference, herein, and made a part of these By-laws as though fully set forth. Additional nominations can be made from the floor by any voting member during the annual meeting.
MEMBERSHIP COMMITTEE
SECTION 2
There shall be a Membership Committee appointed by the President consisting of a Chainman, and not less than two (2) members who are selected to represent the diverse interest of the Chapter in areas integral to and affecting patient account management including, but not limited to, multi-hospital systems and shared services, consulting services and collection agencies. It shall be the purpose of the Membership Committee to report on all matters related to membership, to promote the increase of Chapter membership.
PROGRAM & EDUCATION
SECTION 3
The Program Education Committee shall consist of a Vice-President as Chairman and not less than two (2) other members appointed by the President.
The Program Education Committee shall develop and recommend to the Executive Committee programs and outlines for workshops, institutes and seminars in accordance with the goals and objectives of the Chapter.
The Committee shall assist other Chapters of AAHAM in implementing workshops and in promoting and coordinating such programs as will foster the educational purposes of the Chapter.
PUBLICATIONS/PUBLICITY COMMITTEE
SECTION 4
The Committee shall consist of a Chairman appointed by the President and such other members as the Chairperson may appoint. The Committee shall coordinate and prepare the material for all Chapter Publications.
The Committee shall develop and promote programs in accordance with the overall goals and objectives of the Chapter.
WAYS & MEANS COMMITTEE
SECTION 5
The Ways and Means Committee shall consist of a Chairman and not less than two (2) of the members appointed by the president. The Treasurer shall be a member of this Committee in long-range planning and any capacity designated by the President. It shall be the responsibility of this Committee to examine and report on all matters relating to the development of the Chapter including sources of income and expenditures for benefit of the Chapter’s membership.
This Committee shall examine and report on all matters pertaining to the adequacy and compensation of staff needed to maintain the satisfactory operation of the Chapter. This Committee shall investigate and recommend to the Executive Committee investments for the financial assets of the Chapter.
ETHICS & LAW COMMITTEE
SECTION 6
The Ethics and Law Committee shall consist of a Chairman and not less than two (2) of the membership. The Chairman of the Board shall be an ex-officio member of this committee and will act as parliamentarian of the Board. The Committee shall promulgate a Code of Ethics for members of the Chapter. The Committee shall further set forth rules and procedures, subject to the approval of the Board of Directors, of forfeiture for members of the Chapter. It shall determine all violations of said code of Ethics and make appropriate decisions. The Committee shall continually review the Constitution and By-Laws and shall make recommendations to the Board of Directors for amendments. They shall also study, consider, and make recommendations to the Board of Directors for any proposed Constitution or By-law changes referred by the Board to the Committee.
CERTIFICATION PROGRAM COMMITTEE
SECTION 7
The President shall appoint a Chairman and a minimum of one (1) assistant to the Certification Program Committee. The Chairman shall be an Officer or Member of the Board of Directors. The Committee shall continue to review, update and monitor the Certification Program. All recommendations to the Certification Program will be forwarded to the Board of Directors for amendments.
OTHER COMMITTEES, RULES & TERM OF APPOINTMENT
SECTION 8
The President shall have the authority to appoint special committees relative to the objectives of the Chapter. Subject to Article V, the President may confer the status of Chapter Director on the Chairperson of a special committee. The President and the Executive Committee, during their term in office, shall have the authority to assign special tasks to members for appropriate study and for action. Subject to the Constitution and By-laws, the President shall have the authority to make appointments to all other Committees, and shall appoint an Auditing Committee annually. The term of all committee members shall expire at the end of the Presidential term, or at the time their successors are appointed. Each committee may adopt rules for its own government not inconsistent with these By-laws or with rules adopted by the Board of Directors.
ARTICLE IX
CONTRACTS, CHECKS, FUNDS, BOOKS & RECORDS
The Board of Directors may authorize any officer or officers, agent or agents of the membership, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
The President shall obtain the services of an independent accountant to review and approve the financial records of the Chapter immediately following the close of each fiscal year.
ARTICLE X
AMENDMENTS
The By-Laws of the Chapter may be changed, amended, or repealed by a simple majority of the members casting their ballots at the annual meeting or during any special meeting called for that purpose or by mail vote on an appropriate ballot.
ARTICLE XI
INDEMNIFICATION OF OFFICERS OR DIRECTORS
In the event an Officer and/or Director of the Board is sued or pursued by a claim that is covered under the National Association’s Directors and Officers Liability coverage, and provided such acts of liability by the Officers and/or Directors are not intentional, grossly negligent or criminal in nature, that the deductible of $1500 as provided in the National Association’s coverage shall be an expense of the Chapter and not a personal obligation of the Officer and/or Director against whom the claim has been made or the suit has been filed.