Chapter Constitution

ARTICLE I. NAME

The name of this organization shall be the Minnesota Chapter, Healthcare Financial

Management Association. For the Purpose of identification and brevity, this

Minnesota Chapter shall hereinafter be referred to as the “Chapter” and the

Healthcare Management Association shall hereinafter be referred to as “HFMA”.

 

ARTICLE II. OBJECTIVES

The HFMA is an Association of individuals who are organized to improve financial

management of hospitals and related health care organizations and:

1. To foster and increase knowledge of and proficiency in financial

management;

2. To conduct and participate in education programs and activities concerning

financial management;

3. To provide media for the interchange of ideas and dissemination of

material relative to financial management;

4. To strengthen cooperation among individuals of varying disciplines in

financial management;

5. To develop curricula and financial management material for use by

educational institutions;

6. To cooperate with hospitals and related health care organizations and

agencies, and other interest groups in matters pertaining to financial management;

7. To establish and promulgate principles relative to financial management;

8. To promote and encourage financial management standards of

performance for individuals and institutions in the various areas of financial

management; and

9. To undertake research in financial management related to these objectives.

 

ARTICLE III. MEMBERSHIP

Membership in the Chapter shall be open to all members of HFMA. Classes of

membership within the Chapter and qualifications for membership in those classes

shall be the same as those specified in the Bylaws of HFMA.

 

ARTICLE IV. ACTIVITIES

1. For the Purpose of carrying out its objectives, the Chapter may undertake

activities, which will promote and develop the Chapter and affect the objectives

stated in this Constitution pursuant to guidelines and limitations prescribed by

statute or by HFMA.

2. No dividends or pecuniary profits shall be declared or paid to the

membership of the Chapter, or to any other individuals or entity or group of

individuals.

3. The Chapter shall not undertake any action or practice which would

jeopardize its exemption from the payment of Federal income taxes as a tax exempt

organization within the meaning of Section 501(c)(b) of the Internal Revenue Code

1954, as amended, or the corresponding provisions of any future United States

revenue law.

 

ARTICLE V. MANAGEMENT

The duly elected Chapter Officers and Directors shall manage the affairs of the

Chapter. The powers and duties of the Officers and of the Board of Directors shall

be defined in the Chapter’s Bylaws.

 

ARTICLE VI. MEETINGS

Meetings of the Chapter membership and of the Board of Directors shall be held in

accordance with the Chapter’s Bylaws.

 

ARTICLE VII. TERMINATION OF CHAPTER’S EXISTENCE

If for any reason the Chapter ceases to function, as for example in the event of its

liquidation or dissolution, or the revocation of its Charter by HFMA, all funds in the

Chapter Treasury and all Chapter records shall automatically become the property

of HFMA and shall be forwarded to the President.

 

ARTICLE VIII. AMENDMENT TO THE CONSTITUTION

1. Amendments to the Constitution shall be made by a two-thirds (2/3) vote

of the Chapter membership present and voting at the annual meeting or a special

meeting called for that Purpose provided:

a) A copy of the Resolution to Amend the Constitution, together with the full

text of the amendments heretofore approved by Board of Directors is approved on

behalf of the Board of Directors of HFMA in advance of the meeting at which a

vote is taken; and

b) A copy of said Resolution to Amend the Constitution is delivered or

mailed to each Chapter member no less than fifteen (15) or more than thirty (30)

days before the meeting at which the vote will be taken.

2. In the event that the Constitution or Bylaws of HFMA shall be amended in

a manner, which requires an amendment to this Constitution, this Constitution shall

be amended as required by that amendment to the Constitution or 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 of the

Constitution or Bylaws of HFMA, which require it, and the text of the amendment

shall be provided to the Chapter by HFMA as promptly as practical following the

adoption thereof. Amendments to the Constitution shall become effective

immediately unless otherwise adopted pursuant to the procedures set forth above

provided in the text of the amendment.

 

BYLAWS OF THE MINNESOTA CHAPTER

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. 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 nonofficers

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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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.

a) 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.

b) 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.

c) A majority of the Executive Committee shall constitute a quorum for the

transaction of business at any meeting of the Executive Committee.

d) 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. 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. 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. 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, antitrust

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. The Bylaws may be amended in the following manner:

A 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.

A. 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.

B. 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

C. 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. 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