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ARTICLE 1 - NAME, AFFILIATIONS, AND CORPORATE STATUS
1.1 Name
The name of the Organization is the Maryland Society for Healthcare Risk Management, hereinafter referred to as "MD-SHRM" or "the Organization."
1.2 Affiliations
1.2.1 ASHRM
MD-SHRM operates as an independent Chapter Affiliate of the American Society for Healthcare Risk Management, a personal membership organization affiliated with the American Hospital Association, hereinafter referred to as ASHRM. As such, MD-SHRM operates in accordance with ASHRM's Chapter Affiliation Agreement.
1.2.2 Other Affiliations
The Board may establish affiliations with organizations other than ASHRM, which are appropriate and consistent with the mission, goals, and objectives of MD-SHRM and are approved pursuant to the Bylaws of MD-SHRM.
1.3 Corporate Status
1.3.1 Unincorporated Nonprofit Association
MD-SHRM is a Maryland private, unincorporated, nonprofit association organized exclusively for charitable, scientific, and educational purposes.
1.3.2 Public Benefit
As a nonprofit organization, the business of MD-SHRM must be conducted such that no part of its business inures to the benefit of any Member, Director, Officer, or other individual.
1.3.3 Assets and Dissolution
Upon dissolution of the Organization, any assets of the MD-SHRM remaining after the payment of all just debts, revert to ASHRM.
1.3.4 Fiscal Year
The fiscal year shall be July 1 through June 30.
ARTICLE 2 - PURPOSE/MISSION/OBJECTIVES
2.1 Purpose
The purpose of MD-SHRM is to advance the professional practice of healthcare risk management and the professional development of risk management and patient safety professionals in accordance with the Mission and Objectives of the Organization set forth in Section 2.2. Healthcare risk management for the purposes of this organization includes, but is not limited to, the following areas: risk identification and analysis, loss control, claims management, risk financing, and the safety of patients and healthcare workers.
2.2 Mission/Objectives - MD-SHRM seeks:
2.2.1 To conduct educational programs and activities that promote professional development and strengthen the expertise of healthcare risk managers in the area of risk management.
2.2.2 To strengthen risk management programs in general through the Members' participation in the activities of the Organization.
2.2.3 To provide opportunities for the free exchange of information among Members and solutions for issues of mutual concern.
2.2.4 To advocate, together with ASHRM and other organizations, the practice of safe and effective risk management in legal, legislative, and regulatory venues.
2.2.5 To increase the visibility, validity, and credibility of risk management as key to effective healthcare management by facilitating communication with other healthcare management professionals.
ARTICLE 3 - MEMBERSHIP
3.1 Types of Membership
The Membership of the Organization is divided into two categories: Regular Members and Student Members. The Board has final authority to determine placement in a membership category:
3.1.1 Regular Members - Any individual who is actively involved in risk management related activities in a hospital, a managed-care organization, or another healthcare provider organization involved in the continuum of care, an insurance company, an insurance agency, a consultancy, academia, or a law firm may be admitted as a Regular Member. Regular Members are eligible to vote, hold office, and serve on Committees.
3.1.2 Student Members - Any full-time student registered at an accredited institution of higher learning in a curriculum of or related to healthcare or healthcare risk management and who has an interest in the field of risk management may be admitted as a Student Member. Student Members are not eligible to vote or hold office.
3.2 Application for Membership
3.2.1 Individuals are eligible for membership upon submission of an application to the Membership Committee and receipt of specified dues.
3.2.2 Applications for membership are reviewed by the Membership Committee. The Committee shall establish eligibility criteria and approve members based on these criteria. In the event there is a question about an applicant's eligibility, the Membership Committee shall submit the application to the Board for review and recommendation.
3.2.3 Membership is effective as of the date of the Committee's affirmative majority vote, unless the Membership Committee makes it effective on another date.
3.3 Transfer of Membership
3.3.1 Membership in MD-SHRM is not transferable to another person.
3.4 Termination for Cause
3.4.1 Any Member is subject to termination of membership for Cause. "Cause" means:
(i) conduct that violates the Bylaws of the MD-SHRM or the rules and regulations promulgated thereunder; or
(ii) conduct that is deemed by the Board to be detrimental to the best interest of MD-SHRM, including but not limited to Conflict of Interest as set forth in Article 9.
3.4.2 Any Member subject to termination for Cause must receive notice of the reasons for such termination and an opportunity to be heard on the reasons by the Board and in accordance with procedures established by the Board.
3.4.3 Termination is effective after the opportunity to be heard under 3.4.2 and by vote of a 2/3 majority of the voting Directors of the Board. Dues are nonrefundable for any portion remaining after the effective date of termination. The terminated Member remains liable for any other financial obligations incurred prior to the Member's termination.
3.4.4 Any Member suspended or terminated may be reinstated at a later date by the affirmative vote of a 2/3 majority of the voting Directors of the Board.
3.5 Termination of Membership for Other than Cause
3.5.1 Resignation - Members may at any time resign from the Organization by written notice to the President. Resignations are effective upon receipt by the President of written notice of resignation. Dues are nonrefundable for any portion then remaining of the membership year. The resigning Member remains liable for any other financial obligations incurred prior to the Member's resignation.
3.5.2 Nonpayment of Dues - The Board shall automatically terminate the membership of any Member who fails to pay dues within 60 days after the due date.
ARTICLE 4 - DUES
4.1 Annual Dues - The Board shall establish annual dues of the MD-SHRM.
4.2 Donations - Any funds or property that may be donated to further the work or programs of the MD-SHRM become the property of the MD-SHRM and must be used for the purposes designated by the Board.
4.3 Membership Period - For purposes of dues collection and membership, the membership period is from January 1st to December 31st.
ARTICLE 5 - MEETINGS
5.1 Meetings
5.1.1 Board Meetings - The Board shall hold meetings periodically to conduct the affairs of the Organization and in conjunction with the Annual Members' Meeting.
5.1.2 Education Meetings - The Education Committee shall determine the schedule of educational meetings. MD-SHRM shall sponsor educational meetings throughout the year.
5.1.3 Annual Meeting - The Members shall meet at least annually for the transaction of the affairs of MD-SHRM. The annual meeting must be the last meeting of the fiscal year and must be held at a time and place selected by the Board.
5.1.4 Order of Meetings - MD-SHRM shall adopt regulations for conducting meetings of MD-SHRM and may amend them by a majority of those present and voting in the annual meeting. The regulations must be in accord with the Bylaws of ASHRM or MD-SHRM and with Robert's Rule of Order Revised when they are not in conflict with those Bylaws.
ARTICLE 6 - ELECTIONS
6.1 Elected Positions - The Members shall elect a President-Elect, a Treasurer, a Secretary, four Directors-at-Large of the Board, and a Chairperson of the Nominating Committee.
6.2 Nominating Committee - The Nominating Committee shall nominate for each office the names of one or more candidates. All nominees for office must be Regular Members of MD-SHRM in good standing. Membership in ASHRM is preferred. Nominees for office must demonstrate a willingness to commit the time necessary to perform the responsibilities of office. Provisions must be made on the ballot for write-in candidates for each office.
6.3 Announcement of the Results - The Secretary shall announce the results of the election of Officers at the annual meeting.
6.4 Voting
6.4.1 Eligibility to Vote - Regular Members in good standing have the right to vote. Proxy voting is not permitted.
6.4.2 Distribution of Ballots - The Chairperson of the Nominating Committee shall send ballots to all Regular Members in the manner set forth in Article 12.
6.4.3 Ballots - A ballot listing candidates proposed by the Nominating Committee must be distributed to each eligible voting member of MD-SHRM not less than 60 days prior to the annual meeting. The Chairperson of the Nominating Committee must receive ballots no later than 30 days before the annual meeting. At least three members of the Nominating Committee shall tabulate the votes prior to the annual meeting.
6.4.4 Election - The candidate for each elected position who receives the largest number of votes is elected to that position.
6.4.5 Ties - In the event of a tie, a run-off election must be conducted. A new ballot must be distributed to the Regular Members as soon as possible, setting forth those candidates who tied for a position. At least three members of the Nominating Committee shall tabulate the results and make the results available before the first scheduled Board meeting of the new term.
ARTICLE 7 - THE BOARD
7.1 Composition
Regular Members of the Organization in good standing are eligible to serve on the Board. The Board is composed of the Officers (President, President-Elect, Secretary, and Treasurer), four Directors-at-Large of the Board, the Chairperson of the Nominating Committee, and the immediate Past President, all of whom are voting Directors of the Board. In the event that the immediate Past President is not available, the most recent Past President may serve as a Director of the Board. Chairpersons of standing Committees, except the Chairperson of the Nominating Committee, serve as ex-officio, nonvoting Directors of the Board.
7.2 Duties and Responsibilities
7.2.1 The Board shall establish the standing and ad hoc Committees in line with the objectives of MD-SHRM and in order to implement MD-SHRM programs. The Board shall review the recommendations of these Committees and of MD-SHRM
7.2.2 The Board shall conduct the affairs of the MD-SHRM including:
(i) setting the annual dues;
(ii) setting the annual budget;
(iii) reviewing and approving expenditures and disbursements;
(iv) review and approve Committee recommendations, including annual review of the Bylaws;
(v) approving or modifying reports, policies, procedures, resolutions, and actions of the Committees;
(vi) undertake programs and initiatives to meet member needs;
(vii) make recommendations to ASHRM;
(viii) review annually the ASHRM Chapter Affiliation Agreement to ensure MD-SHRM's compliance, and to provide Committee Chairpersons the current terms of the Agreement; and
(ix) conduct such additional activities deemed appropriate by the Board consistent with the mission and purpose of the Organization.
7.2.3 Directors-at-Large of the Board shall attend all Board meetings, enjoy full voting privileges, may perform the duties of the Committee Chairpersons, serve as members of a standing Committee as needed, and act as advisors to Officers and Committee Chairpersons of MD-SHRM.
7.2.4 Any Board Director automatically forfeits his or her office if he or she loses eligibility for membership or is expelled from membership in accordance with these Bylaws.
7.2.5 Any Board Director may resign at any time from the Board by notifying the Board in writing.
7.3 Executive Committee
The Executive Committee shall act on behalf of and between meetings of the Board. The Executive Committee is composed of, at a minimum, the President, the President-Elect, the Secretary, and the Treasurer. The President may appoint additional Board Directors to the Executive Committee on an ad hoc basis as necessary and appropriate given the nature and scope of the matters before the Executive Committee. When a Director of the Executive Committee ceases to be an Officer and Director of the Board, such person automatically ceases to be a Director of the Executive Committee.
In any case, except for the power to amend the Bylaws of the Organization, the Executive Committee shall have all of the powers and authority of the Board in the management of the property, business, and affairs of the Organization in the intervals between meetings of the Board.
All decisions made and actions taken in accordance with this Section 7.3 must be made or taken with the unanimous consent of the Executive Committee, must be reported to the Board within 30 days, and are subject to the ultimate oversight of the Board.
The President may convene a meeting of the Executive Committee when, in his or her judgment, an urgent and serious circumstance requires timely decision or action on behalf of the Board and in the interest of MD-SHRM. In such urgent circumstances, the Executive Committee has the full authority to act on behalf of the Board. In addition, the President may convene the Executive Committee between meetings of the Board for the discussion of routine business of MD-SHRM.
7.4 Terms of Office
7.4.1 One-Year Term of Office - The President, President-Elect, Secretary, and Chairperson of the Nominating Committee are elected for a one-year term, commencing July 1st each year and ending June 30th. The President-Elect shall commence service as President upon the expiration of his or her one-year period.
7.4.2 Two-Year Term of Office - The Treasurer and Directors-at-Large of the Board are elected for two years. The terms of the Directors-at-Large run in a staggered fashion: two Directors-at-Large are elected in even numbered years and two in odd numbered
years.
7.5 Meetings
7.5.1 The Board shall meet as soon as practicable after the election of new Officers and shall select dates for the regularly scheduled meetings. The President may call additional meetings, as needed. Each Director of the Board is expected to attend all meetings. Directors of the Board who are unable to attend a Board meeting must advise the President. Any report from the Directors of the Board due at a meeting must be submitted to the President before the meeting.
7.5.2 If any Director of the Board is absent from two regularly scheduled meetings of the Board without adequate reason, in view of the President of the Board and with concurrence of the majority of the Directors of the Board, the Board shall terminate his or her appointment and declare the seat vacant and commence procedures to fill the seat in accordance with Article 8.4.
7.6 Quorum and Voting
The quorum for the Board is a majority of the voting Directors. Any action that receives the vote of a majority of those Board Directors present is the action of the Board, unless these Bylaws otherwise provide.
ARTICLE 8 - OFFICERS
8.1 Officers
MD-SHRM's Officers are a President, a President-Elect, a Secretary, and a Treasurer.
8.2 Duties and responsibilities of the Officers
8.2.1 The President shall serve as Chairperson of the Board, preside at all meetings, appoint Committees and Committee Chairpersons, with the exception of the Chairperson of the Nominating Committee, and supervise all activities of the MD-SHRM. The President is an ex-officio member of all MD-SHRM Committees, but may appoint the President-Elect to represent him or her at any Committee meetings. The President serves as liaison to ASHRM and to other affiliates.
8.2.2 The President-Elect shall work closely with the President and the Board and shall assume such responsibilities as the President or the Board directs. The President-Elect shall serve as a member of the Nominating Committee and as Chairperson of the Communications Committee.
8.2.3 The Secretary shall keep minutes of all meetings of MD-SHRM and the Board and shall perform general correspondence and other secretarial duties as the Board directs.
8.2.4 The Treasurer shall collect all dues, as set in accordance with Article 4, from the Membership Committee Chairperson and all other monies owed to MD-SHRM, deposit funds in a bank account held in the name of MD-SHRM, and keep records of all monies received and disbursed. The Treasurer shall report at each Board meeting the receipts and disbursements of the Organization's account.
8.3 Reports
8.3.1 The President, Treasurer, and Committee Chairpersons shall submit goals and objectives in writing to the Board for their respective areas of responsibility within 60 days after their assumption of office.
8.3.2 The President, Treasurer, and the Committee Chairpersons shall submit an annual report, in writing, to the Board no later than 15 days prior to the annual meeting. This report must contain information on the financial status of MD-SHRM, a summary of the Organization's activities, and any other information that may be required by the Board. The President shall give an oral report at the annual meeting.
8.4 Vacancies
8.4.1 If the office of President becomes vacant, the President-Elect immediately accedes to the Presidency for the duration of the unexpired term and continues to serve as President for the subsequent term. If both the President and the President-Elect become unable to perform the duties of their offices, the Board shall appoint from the membership of the Board, a President pro tempore to serve for the remaining portion of the unexpired term. At the next regular election of MD-SHRM, a President and President-Elect must be elected in accordance with the provisions of these Bylaws.
8.4.2 If the office of the President-elect becomes vacant within 6 months of the beginning of the term, a special election must be held to fill the position, in accordance with the election process set out in Article 6. Otherwise, the position may not be filled until the next regularly scheduled election.
8.4.3 If other vacancies occur on the Board (other than that described in Section 8.4.2), the Board may fill that vacancy by appointment of an eligible Regular Member of MD-SHRM to hold the position until the next scheduled election.
ARTICLE 9 - CONFLICT OF INTEREST
9.1 General
9.1.1 The Directors, Officers, and Committee members shall exercise the utmost good faith in all transactions relating to their duties for MD-SHRM. In their dealings with and on behalf of MD-SHRM, they are held to a strict rule of honest and fair dealing with MD-SHRM. They shall not use their position, or knowledge gained there from, so that a conflict might arise between MD-SHRM's interests and that individual's interest.
9.1.2 All acts of the Directors, Officers, and Committee members must be for the benefit of MD-SHRM in any dealings that might affect the MD-SHRM adversely. The Directors and Officers shall not accept any favor that might influence their actions affecting MD-SHRM or its Members.
9.1.3 During their terms of office, Directors, Officers, and Committee members shall promptly make full disclosure to MD-SHRM of any existing or new employment, activity, investment, or other interest that might involve obligations that might adversely compete with or be in conflict with the interests of MD-SHRM.
ARTICLE 10 - COMMITTEES
10.1 Standing Committees
10.1.1 The standing Committees are: the Nominating Committee, the Program and Education Committee, the Membership Committee, the Bylaws Committee, the Legislative Committee, and the Communications Committee.
10.1.2 Each Chairperson shall set goals and objectives for the year, keep minutes of Committee meetings, and establish and review policies and procedures supporting the Committee function, to ensure they are consistent with the current Bylaws and the mission and purpose of MD-SHRM. Each Committee shall submit a report at or prior to each Board meeting. Each Chairperson shall present a summary of the Committee's activities to the membership at the annual meeting.
10.1.3 All standing Committees are composed of a minimum of three Regular Members whenever possible. Any violations of this rule must be reported to the Board at the next scheduled meeting. No more than half of the Committee members may be from the Board.
10.1.4 The President shall appoint the Nominating Committee, which must be composed of at least two Members not running for office, at least three months prior to the annual meeting. The President-Elect shall serve as an additional member of the Nominating Committee.
10.1.5 The President may appoint other Committees or task forces at his or her discretion.
10.1.6 A quorum for any Committee is at least half of the members of the Committee. Any action that receives the vote of a majority of those Committee members present is the action of the Committee.
ARTICLE 11 - AMENDMENTS
11.1 Adoption of Amendments
Upon recommendation by the Board, these Bylaws may be amended by a majority vote of those Regular Members voting. The results must be announced at the annual meeting.
ARTICLE 12 - NOTICE AND DISTRIBUTION
12.1 Media and Delivery
Any action to be taken or notice required to be distributed under these Bylaws may be delivered via first-class mail, electronic mail, or other electronic media. Distribution or notice is deemed to have been given as of the date of the delivery of the transmission.
Adopted
June 19, 1981
Revised
June 23, 1986
June 23, 1987
June 21, 1990
June 18, 1992
May 15, 1993
November 14, 1995
June 19, 1997
July 6, 2002
June 2, 2003
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