Chapter Bylaws

For the purpose of identification and brevity, the Minnesota Chapter of the Healthcare Financial Management Association will be referred to herein as the "Chapter". The Healthcare Financial Management Association will be referred to as "HFMA" or "the Association". Whenever the masculine gender is used in these Bylaws, it shall be deemed to include the feminine gender as well.


ARTICLE I. MEMBERSHIP MEETINGS

Section 1 Regular Meetings

Regular meetings of the Chapter membership shall be held at least four (4) times per year, at such time and place as shall be designated by the Board of Directors. Meetings devoted to educational programs, the annual meeting or special meetings shall be considered regular meetings for purposes of this section.

Section 2 Annual Meetings

The annual meeting of the Chapter membership shall be held within one hundred fifty (150) days preceding the end of each fiscal year of the Chapter at such time and place as the Board of Directors shall designate for the purpose of installing officers and directors and transacting such other business as may properly come before the membership.

Section 3 Special Meetings

Special meetings of the Chapter membership may be called at any time by order of the Board of Directors. Upon receipt of a written request for a special business meeting from at least ten (10) percent of the Chapter members entitled to vote on matters presented to such a meeting, the Secretary shall promptly issue notice of such meeting for a date not more than thirty (30) days following receipt of the request.

Section 4 Notice of Meetings

At least ten (10) days before the date of any meeting, the Secretary shall cause written notice thereof to be delivered or mailed to each member.

Section 5 Quorum and Vote Required

Ten (10) percent of the Chapter members entitled to vote thereat shall constitute a quorum at any meeting of the Chapter membership. If a quorum is not present at such a meeting, a majority of the voting members present may adjourn the meeting from time to time without further notice. The vote of a majority of votes entitled to be cast by the members present and voting at a meeting shall be necessary for the adoption of any matter voted upon at such meeting unless a different proportion is required by the Constitution and Bylaws.

Section 6 Voting Rights

All members of the Chapter who are in good standing shall have the right to vote on matters submitted to a vote of the members. Each shall have one vote, and no one shall vote by proxy.

ARTICLE II. OFFICERS AND DIRECTORS

Section 1 Officers

1. 1. The officers of this Chapter shall be a President, a President-Elect, a Vice President, a Secretary, and a Treasurer, all of whom shall be voting members of the Board of Directors. After candidates for the offices of Vice President, Secretary and Treasurer have been selected by the Nominating Committee, and approved by a clear majority (7) of the voting membership (13) of the non-officers Board of Directors, these officers will then be elected by a plurality of the votes entitled to be cast by the members via an annual mail ballot. (After completion of the term of President-Elect, the incumbent will succeed to the office of President.)

2. 2. Officers shall assume office on June 1 following their election or completion of their term as President-Elect and shall serve for one year, or until their successors take office. Officers shall not be eligible to serve more than one full term in the office of President-Elect or President except as outlined in Article II, Section 10 of these Bylaws. The Vice President, Treasurer and Secretary shall serve a term of one (1) year and may be re-elected for additional terms. All members shall be eligible to serve as officers, provided they have served on the Chapter Board of Directors. Chapter members possessing the right to vote shall be eligible to serve as officers.

Section 2 Duties of the President

The President shall serve as the chief executive officer of the Chapter. He shall preside at all meetings of the Chapter membership and the Board of Directors, calling meetings of the Board of Directors, as he deems necessary. He shall exercise supervision over the activities of the Chapter, shall assure adherence to the Constitution and Bylaws, and keep the members of the Board of Directors fully informed and consulted concerning the business of the Chapter. He shall appoint whatever committees are necessary to carry on the objectives of the Chapter and shall serve as an ex officio member of all such committees.

Section 3 Duties of the President-Elect

In the absence of the President, or during the incapacity of the President (as determined by the Board of
Directors), the President's duties shall be performed by the President-Elect. The President, or the Board of Directors, may assign such duties as will allow the President-Elect to familiarize himself with the duties of the Presidency and the policies, objectives and general affairs of the Chapter. The President-Elect's primary role is to devote time and effort toward the planning of the activities and objectives of the Chapter. The President and/or the Board of Directors shall assign other duties to the President-Elect as he or they determine from time to time.

Section 4 Duties of the Vice President

In the absence of both the President and the President-Elect, or during their incapacity (as determined by the Board of Directors), the President's duties shall be performed by the Vice-President. The Vice President shall be directly responsible for Chapter programming through the Program Committee and its chairman. The President and/or the Board of Directors shall assign duties to the Vice President as he or they determine from time to time.

Section 5 Duties of the Secretary

The Secretary shall record the proceedings of the meetings of the Chapter. He shall maintain and submit to HFMA documentation required by charter. He shall maintain other records and perform such other duties as may be assigned to him by the President and/or the Board of Directors.

Section 6 Duties of the Treasurer

The Treasurer shall receive and disburse the funds of the Chapter. He shall keep and preserve proper vouchers and books of account, which shall be open to inspection by the Board of Directors, and subject to annual audit by the Audit Committee. He shall deposit funds of the Chapter in such banks as may be approved by the Board of Directors, and shall disburse funds only upon approved vouchers. Only THE CHAPTER President and Treasurer - shall be authorized to sign checks drawn on the funds of the Chapter. The Treasurer shall submit regular financial reports to the Board of Directors and an annual financial report to the Chapter membership and HFMA along with such other reports as may be required by HFMA. The President and/or the Board of Directors shall assign other duties to the Treasurer as he or they determine from time to time.

Section 7 Board of Directors

1. 1. In addition to the officers of the Chapter, the Board of Directors shall consist of twelve (12) members, including the twelve (12) elected directors and the Immediate Past President who shall serve as an ex officio voting member of the Board. The Board may invite REPRESENTATIVE (s) from the other organizations who shall serve as ex officio MEMBER (s) without the power to vote.

2. 2. The Board of Directors shall manage the affairs of the Chapter in accordance with the policies and procedures set forth by the HFMA Board of Directors, the Constitution, and the Bylaws.

Section 8 Directors

Six (6) directors shall be elected in every odd numbered year and six (6) shall be elected in every even numbered year, each for a term of two (2) years, or until his successor takes office, by a plurality of the votes entitled to be cast by the members via an annual mail ballot. Members possessing the right to vote shall be eligible to serve as directors. Directors may be reelected for an additional consecutive two (2) year term. Appointment of the Board of Directors to fill a position vacated by reason of resignation of a previous director shall not be considered for purposes of this section.

Section 9 Meetings of the Board of Directors

1. 1. A minimum of four (4) regular meetings of the Board of Directors shall be held each year. Special meetings of the Board of Directors may be called by the President or any three (3) other members of the Board of Directors. At all meetings of the Board of Directors, a majority of the voting members shall constitute a quorum and a majority of the votes entitled to be cast by the members present shall be decisive of any action unless otherwise provided in the Bylaws.

2. 2. Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone call or similar communications equipment whereby all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence at a meeting.

3. 3. The President shall give written notice of all regular and special meetings to all members of the Board at least seven (7) days in advance of such meetings, unless such notice is waived by the Board. In the case of a special meeting, the notice shall state the purpose or purposes of the meeting.

Section 10 Officers' Vacancies

1. 1. Should a vacancy occur in the office of the President, the President-Elect shall automatically succeed to that office and perform the duties thereof for the unexpired term. Succession to the office of President to complete the unexpired term of a prior president shall not prevent a person from serving as President for the next full term.

2. 2. If a vacancy occurs in the office of President-Elect, the matter shall be referred tot he Nominating Committee for action. The recommendation of the Nominating Committee shall be referred to the membership for their consideration and vote. A vacancy in the office of the President-Elect shall not be deemed to have occurred by reason of the President-Elect automatically succeeding to the unexpired term of the President as the result of a vacancy occurring therein.

3. 3. Should a vacancy occur in the offices of the Vice President, Secretary, or Treasurer, the Board of Directors shall fill the vacancy for the remainder of the current term of office only by any means they may consider appropriate (e.g. appointment of a Chapter member, or a Director, or by a current officer assuming the additional duties of this office, etc.). Approval of this action must be made by a clear majority vote of the remaining voting members of the Board of Directors.

Section 11 Directors' Vacancies

1. 1. Should a vacancy occur in the first year of an elected Director's term, the unexpired term shall be filled by a qualified member of the Chapter elected by a clear majority vote of the remaining voting members of the Chapter Board of Directors. Voting may be held by mail and/or facsimile. Should a vacancy occur in the second year of an elected Director's term, the unexpired term shall be filled by the Board of Directors for the remainder of the current year by any means they may consider appropriate.

2. 2. Should a vacancy occur in the immediate Past President position, the unexpired (or full) term shall be offered to the next most recent Past President whose term of office ended other than by removal.

Section 12 Removal of Officers or Directors

Any Officer or Director may be removed by the persons authorized to elect such Officers and Directors whenever in their judgment the best interests of the Chapter shall be served by such removal. In the case of removal by the membership, the affirmative vote of two-thirds (2/3) of the qualified members present and voting at a meeting at which such approval is to be considered shall be required to effect such action. No actions to remove an Officer or Director shall be taken unless the meeting notice shall have specified that such action is to be considered.

ARTICLE III. ADVISORY COUNCIL

The Advisory Council shall consist of the five (5) most recent active past Presidents not serving as members of the Board of Directors and whose term of office ended other than by removal. It shall be the function of the Council to serve in an advisory capacity to the Board of Directors. The members of the Council shall be given notice of and shall be entitled to attend as nonvoting observers, all meetings of the Board of Directors. The Council shall also meet at least annually with the President and the President-Elect for the purpose of reviewing Chapter operations and procedures and recommending changes to the Board, which it considers desirable for the most efficient operation of the Chapter. The most immediate Past President not serving as a member of the Board of Directors shall serve as the Chairman of the Advisory Council.

ARTICLE IV. COMMITTEES

Section 1 Standing Committees

The President shall appoint the following standing committees from among the qualified members of the Chapter.

  1. An Audit Committee whose duty it shall be to REVIEW the books and financial records of the agreed upon procedures of the Chapter at the close of each fiscal year by no later than 90 days following the close of the year. The Audit Committee shall be comprised, at a minimum, of a Chairman who shall be a member of the Chapter but not a current member of the active Board or Advisory Committee. The current Treasurer shall serve as the active Board liaison. The Audit Committee shall meet not less often than once each year. In addition to performing an audit of financial records, the Audit Committee shall from time to time review and comment on the adequacy of internal controls and shall perform such other duties as may be assigned by the Board of Directors.
  2. The Executive Committee shall consist of the President, President-Elect, Vice-President, Secretary, Treasurer and the Immediate Past President.
    1. Except as otherwise provided by the Constitution, these Bylaws of the Constitution or the Bylaws of HFMA, the Executive Committee shall have and exercise the authority of the Board of Directors in all matters arising in the governance of the Chapter between meetings of the Board of Directors. The action of the Executive Committee shall be reported to the Board of Directors no later than its regular meeting.
    2. Meetings of the Executive Committee may be called by the Chairman or by any three (3) members of the Executive Committee. Notice of any meeting of the Committee shall be given to members of the committee at least seven (7) days in advance of the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Executive Committee needs to be specified in the notice or waiver of notice of the meeting.
    3. A majority of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee.
    4. A copy of any notice of a meeting of the Executive Committee given in accordance with Paragraph 3 of the section, and the tentative agenda, if any, shall be given to all members of the Board of Directors at the same time such notice is given to the member of the Executive Committee in order to allow each member of the Board of Directors to express his views on matters which are to be or could be considered at such meeting.
  3. A Nominating Committee whose duty it shall be to nominate officer and director candidates from among the qualified members of the Chapter to serve as members of the Board of Directors or as officers. The membership of the Nominating Committee shall consist of the three most recent Past Presidents, the President, President-Elect and Vice President. The Chairman of the Committee shall be the immediate Past President. The Committee shall meet at least once each year. The Chairman of the Committee shall report the names of the candidates who consent to stand for election to the President of the Chapter no later than the last scheduled Board Meeting of the calendar year. After approval of the slate of candidates by the Board of Directors, the Committee will conduct the annual election of Officers and Directors. The Committee will make every reasonable effort to ensure that each Chapter ember entitled to vote receives a ballot and that an appropriate method of vote tabulation is adhered to. After the ballots have been tabulated and the election results reported to the Chapter President (no later than January 31), the Chairman of the Committee shall notify members of their election to offices.
  4. A Membership Committee whose duty shall be to process applications for membership and advancement and recommend to the HFMA Board of Directors the disposition of such applications in accordance with Article IV of these Bylaws.

Section 2 Other Committees

The President shall appoint such other committees as the need arises and as authorized by the Board of Directors.

ARTICLE V. ADMISSIONS AND ADVANCEMENT

Application for membership shall be made in writing on forms furnished by HFMA. Applications may be received by any member of the Chapter for submission to the Membership Committee for action. The Committee Chairman shall forward member applications to HFMA with a recommendation for acceptance or declination. In any event, no applicant shall be admitted or declined without final authorization by or on behalf of the HFMA Board of Directors.

ARTICLE VI. DUES

Section 1 HFMA Dues

Annual dues and any other fees assessed by HFMA, and the rebates thereon to the Chapter, shall be as determined by the HFMA Board of Directors.

Section 2 Chapter Assessments

In addition to the minimum membership dues payable to HFMA, the Chapter Board of Directors may levy additional voluntary assessments upon Chapter members, for the sole benefit of the Chapter, provided such assessments are for purposes consistent with the general aims and purposes of the HFMA. A member's right to vote and to hold office in the Chapter shall not be voided or suspended by reasons of his failure to pay such assessment.

Section 3 Payment of Annual Dues

1. 1. The annual dues shall be payable on such date or dates and in such manner as may be prescribed in the Bylaws of HFMA.
2. 2. Applications of new members shall be accompanied by checks for the application fee then in effect and prorated dues for the first year as set forth by the HFMA Board of Directors.
3. 3. Except for the initial payment by a new member, bills will be sent directly to HFMA members who shall remit to HFMA.

Section 4 Delinquency

Members who have not paid their annual dues within the time provided by HFMA's bylaws shall cease to be members of HFMA and may be reinstated as provided by HFMA's bylaws. The Chapter shall cooperate in encouraging prompt payment of membership dues.

Section 5 Suspension and Expulsion

Any member whose conduct shall be found to be detrimental to the objectives of HFMA, or who is found to have engaged in activities, which violate its Code of Ethics in effect, may be recommended for suspension or expulsion by a vote of the Board of Directors of the Chapter. The member, who shall be entitled to receive in writing from the Board of Directors the specific charges which have led the Board to contemplate such action and shall, if he so desires, be afforded a hearing before the Board or before a special committee thereof appointed by the President. The Board's recommendation, together with any evidence adduced before the Board or the special committee shall be referred to the President, HFMA, for action by the HFMA Board of Directors in accordance with its bylaws, policies and procedures.

ARTICLE VII. GENERAL PROVISIONS

Section 1 Notice

Whenever any notice is required to be given to any person by these bylaws, such notice shall be in writing and may be given personally or first class mail, by facsimile, or by other electronic means addressed to such person at his address as it appears on the records of the Chapter. Any notice shall be deemed given when personally delivered or, if by mail, when deposited, postage prepaid, in the United States mail, if by facsimile, when the facsimile is transmitted.

Section 2 Waiver of Notice

Whenever any notice is required to be given to any person by these bylaws, a waiver of notice in writing signed by the person entitled to notice, whether before or after the time stated in the notice, shall be equivalent to the giving of notice. Attendance at any meeting, except attendance for the purpose of objecting to the transactions of business because the meeting is not properly called or convened, shall constitute waiver of notice of the meeting.

Section 3 Titles

Section and Article headings in these bylaws are for convenience only and shall not affect the interpretation of any provision therein.

Section 4 Fiscal Year

The fiscal year of the Chapter shall be from June 1 through May 31.

Section 5 Activities

The Chapter shall be subject to the terms and conditions set forth in its original charter, as granted by HFMA and as may be amended by HFMA from time to time. Additionally, in recognition of the relationship between HFMA and its various chapters, all actions and activities of the Chapter shall be in accordance with the Constitution, Bylaws, policies, procedures and regulations of HFMA (including those related to Federal, state and local income tax law requirements, if any, anti-trust compliance, membership procedures, disciplinary procedures and use of trademarks and other intellectual property in which HFMA owns or claims rights). The Chapter shall not obligate or otherwise make HFMA liable for expenditure nor shall it make commitments or advance positions on behalf of HFMA unless such expenditures, commitments or positions shall first have been approved in writing on behalf of HFMA or by an authorized officer thereof.

Section 6 Informal Action

Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee may be taken without a meeting if a consent in writing, setting for the action taken, shall be signed by all of the directors or committee members entitled to vote. Any such consent shall have the same force and effect is a unanimous vote.

Section 7 Amendment of the Bylaws

The Bylaws of the Chapter shall be admitted and taken to be its laws subject to the governing documents of HFMA and the Chapter Constitution. The Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote of the Chapter members voting (by mail), at the annual meeting or at a special meeting called for that purpose.
1. 1. The Bylaws may be amended in the following manner:

  1. Resolution to Amend the Bylaws, setting forth the full text of the proposed amendment, shall be approved by the Board of Directors and shall be submitted to HFMA for approval by or on behalf of its Board of Directors.
  2. The Board of Directors of HFMA shall approve or disapprove the proposed amendment(s), or approve same upon condition that it be revised in stated particulars, and shall transmit its action in writing to the Board of Directors of the Chapter.
  3. Upon receipt of the approved Resolution or upon adoption of a Resolution to Amend the Bylaws embodying the revisions stipulated by or on behalf of the HFMA Board of Directors in the event that the HFMA Board of Directors' approval was conditional, the Secretary of the Chapter shall mail or facsimile a copy of the Resolution to each voting member of the Chapter together with a notice of meeting at which, or date of the mail ballot whereby, the vote on the amendment(s) is to be taken
  4. Upon adoption of any amendment by the Chapter membership, the Bylaws shall be immediately revised incorporating said amendment(s) and a copy of the Bylaws shall be transmitted to HFMA for filing. Amendments to the Bylaws shall become effective immediately, unless otherwise provided in the text of the amendment.

2. 2. In the event that the Bylaws of HFMA shall be amended in a manner, which requires an amendment to these Bylaws, the Bylaws shall be amended as required by that amendment to the Bylaws of HFMA without any action on the part of the Chapter or its membership or HFMA. Any such amendment shall become effective concurrently with the amendment to the Bylaws of the HFMA, which require it, and the text of the amendment shall be provided to the Chapter by HFMA as promptly as practicable following the adoption thereof.

As amended December 1998