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
|
Printable Version