ARTICLE I NAME
Section 1: Name
The name of the Chapter shall be the ACHE of Greater Ohio and shall include, for purposes of uniformity, “an independent chapter of the American College of Healthcare Executives”. Hereinafter in these bylaws it will be identified as the "Chapter”. The American College of Healthcare Executives will be identified as “ACHE”.
ARTICLE II MISSION & AFFILIATION
Section 1: Mission
The mission of the Chapter, in the territory designated by ACHE, is to be the professional membership society for healthcare executives; to meet its members’ professional, educational, and leadership needs; to promote high ethical standards and conduct; to advance healthcare leadership and management excellence; and to promote the mission of ACHE.
Section 2: Affiliation with ACHE
So long as this Chapter remains a Chapter of the ACHE, the Chapter shall operate in accordance with the ACHE chapter agreement in force at that time. Chapter Bylaws shall be further enacted as necessary to satisfy any governmental regulations. Any disbursement of funds shall be for services rendered to or for the benefit of the Chapter in meeting its purpose. All such payments shall be made in accordance with the Bylaws.
Section 3: Organizational Identity
The Chapter is a distinct, separate affiliate entity of ACHE. The Chapter is therefore responsible for maintaining the chapter’s financial records, filing appropriate notices and forms with state and federal authorities, and maintaining necessary insurance coverage for the Chapter except where specific arrangements have been made for ACHE to serve as the Chapter’s registered agent. ACHE shall not be liable for the debts and obligations of the Chapter. The Chapter shall not be liable for the debts and obligations of ACHE.
ARTICLE III MEMBERSHIP
Section 1: Eligibility
All ACHE affiliates located within the chapter’s assigned geographic territory shall be members of the Chapter. Only ACHE affiliates are eligible to hold membership in the Chapter.
Section 2: Establishment of Membership
Membership in this Chapter shall become effective when ACHE assigns an ACHE affiliate to the Chapter based on the location of the affiliate in accordance with the procedures of ACHE.
Section 3: Categories of Membership
Membership categories in the Chapter shall be the same as the ACHE membership categories in effect from time to time.
Section 4: Resignation
A member may resign at any time, by providing written notice to ACHE
ARTICLE IV DUES
Section 1: Dues
The Chapter shall not charge dues for membership in the Chapter. Dues shall be charged by and paid to ACHE in accordance with the dues schedule in force at the time.
Section 2: Nonpayment of Dues
Membership shall be suspended for nonpayment of dues at a time consistent with and in accordance with, the policies and procedures of ACHE.
ARTICLE V MEETINGS OF MEMBERS
Section 1: Meetings of Members
The meetings of the Chapter membership shall be conducted in accord with Robert’s Rules of Order Newly Revised (latest edition), when the latter are not in conflict with these bylaws or the Articles of Incorporation of the Chapter.
Section 2: Business Meetings
The Chapter shall conduct an annual business meeting in conjunction with a regularly scheduled Chapter meeting. Such meeting shall be open to all members of the Chapter.
Section 3: Annual Strategic Planning Meeting
The Chapter will conduct an annual strategic planning meeting to review successes and opportunities from previous year and determine strategic goals for the upcoming year. The meeting will be attended by the current board members, committee chairs, LPC chairs and specific committee members.
Section 4: Notice of Meetings
Written notice stating the place, day and hour of the meeting shall be delivered in a manner acceptable to the Board to each member of record entitled to vote at such meeting, not less than 5 and no more than 60 days before the date of the meeting, by or at the direction of the president, secretary or treasurer.
Section 5: Eligibility to Vote
Only Chapter members shall have the right to vote. Members may not vote by proxy. The Chapter may utilize any method of voting permitted by law.
Section 6: Quorum
A quorum shall consist of one-third of the Chapter Board voting members. In any vote, the results shall be determined by the majority of votes received for any particular person or motion.
Section 7: Special Business Meetings
The Chapter Board may call special business meetings. Special business meetings shall be limited to consideration of subjects listed in the official call for such meetings unless otherwise ordered by unanimous consent of the eligible voting members present and voting.
ARTICLE VI CHAPTER BOARD
Section 1: Administration
The administration of this Chapter shall be managed by elected officers and directors that will be called the Chapter Board. The Chapter Board shall have authority and responsibilities for supervising the general operation of the Chapter in meeting its mission as stated in Article II. All Board Members shall meet the expectations of the Chapter Board as outlined in Attachment A.
Section 2: Eligibility of Directors
Directors must be members of ACHE.
Section 3: Eligibility of Officers
Officers will be members of ACHE. It is preferred if they are Fellows of the college.
Section 4: Board Composition
The Chapter Board shall consist of at least four (4) elected Officers, and no more than twenty-five Directors. LPC Chairs, Committee Chairs, a Student member, a representative from the federal sector (DOD/VA), and, a representative from the Ohio Hospital Association, will be among the members. At least ten percent of the board should be early careerists. Other committed seats may be established from time to time. In addition, any Regent of ACHE who is a member of the chapter shall be an ex officio, voting member of the Chapter Board. Additional non-voting members i.e. officer from NASHE may be invited to sit on the Board.
Section 5: Chapter Board Meetings
Regular meetings of the Chapter Board shall be held at least four (4) times during a year at such time, place, and mode of meetings as the President may determine. The President or any collection of 3 other Board members may also call special meetings of the Board.
Section 6: Notice
Notice of any regular or special meeting of the Chapter Board shall be given to each Director 5 days prior to the meeting or specified at the previous Board meeting. If notification is sent it will be sent in a manner acceptable to the President.
Section 7: Quorum
One-third of the voting members of the Chapter Board shall constitute a quorum for any vote. In matters of conflict of interest in which an Officer or Director is the subject, the Officer or Director shall not be allowed to vote. The Chapter may utilize any method of voting permitted by law.
Section 8: Action of the Chapter Board
Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, the act of a majority of those Directors present in person at a meeting, teleconference call or by other electronic means at which a quorum is present, shall be the action of the Chapter Board. The Chapter Board may not vote by proxy. In the event of a tie vote, the Chapter Board President shall break the tie.
Section 9: Term of Office
Directors of the Board term limit is three years not to exceed up to four consecutive terms. Up to a fourth of the directors can be invited to serve an indefinite term.
President and President Elect may not serve more than one elected term. The term of office for Officers shall commence on January 1st and shall continue for a period of two years. Other Officers may not serve more than three consecutive terms in the same office. In the event of a vacancy, the Chapter Board shall appoint an eligible member to fulfill the remainder of the term which would not apply to term limits.
Section 10: Chapter Officers
Section 10.1: PRESIDENT
The President shall preside at all meetings of the Chapter and the Chapter Board, calling meetings of the Chapter Board as is necessary. The President serves as liaison with ACHE. The President shall exercise general supervision over the activities of the Chapter, shall assure adherence to the Bylaws and keep the members of the Chapter Board fully informed and consulted concerning the business of the Chapter. The President, in conjunction with the Treasurer, shall complete necessary annual forms for the Ohio Secretary of the State and other governmental organizations The President shall appoint subcommittees as necessary to carry out the objectives of the Chapter and shall serve as an ex-officio member of all such committees.
Section 10.2: PRESIDENT ELECT
In the absence of the President, or if the President is unable to perform his/her key duties (as determined by the Chapter Board) the President’s duties shall be performed by the President-Elect. The President or the Chapter Board may assign such duties as will allow the President-Elect to become familiar with the duties of the Presidency and the bylaws, objectives and general affairs of the Chapter. Furthermore, the President Elect shall lead the coordination of all education opportunities for the Chapter.
Section 10.3: TREASURER
The Treasurer responsibilities are to receive and disburse the funds of the Chapter. The Treasurer shall keep and preserve vouchers and the Chapter’s books, which shall be open to inspection and subject to periodic audit by the Chapter Board. The Treasurer shall deposit funds of the Chapter in such banks as may be approved by the Chapter Board and shall disburse funds only upon approved vouchers. The Treasurer shall perform periodic review of investments and make recommendations to the Board for approval. The Treasurer shall submit regular financial reports to the Chapter Board reconciling bank statements and an annual financial report to the Chapter and ACHE along with such other reports as may be required by ACHE. The Treasurer shall ensure the chapter meets Federal and State tax obligations. In the absence of the President and President-Elect, the President’s duties shall be performed by the Treasurer.
Section 10.4: SECRETARY
The Secretary shall keep a report of the meetings of the Chapter. The Secretary shall also notify the members of their election to office, keep a roster of members, issue notices of all meetings, keep the minutes of the Chapter Board meetings and perform such other duties as may be assigned by the President and/or the Chapter Board. The Secretary shall maintain the records, website, newsletter and governing documents for the Chapter. The Secretary shall monitor and maintain the Chapter’s Performance Dashboard. The Secretary will work closely with the President to prepare the regular reports to ACHE national. In the absence of the President, President-Elect, and Treasurer, the President’s duties shall be performed by the Secretary.
Section 10.5: Immediate Past President
The Immediate Past President shall act as chairperson of the Nominating Committee and member of the executive committee. The Immediate Past President also acts as historian for the Board.
ARTICLE VII ELECTIONS
Section 1: President and President Elect
During the third quarter of the election year the current President Elect shall be put forth by the Nominating Committee to serve as the next year’s President. A vote can be requested by a member of the Nominating Committee should they feel the nomination would not be in the best interests of the Chapter. The nomination can be overturned by a majority vote of the Nominating Committee and a new candidate will be named by the Committee. Once selected, a written request for acceptance should be sent to the candidate. If the nomination is accepted by the candidate the Chapter Board shall vote to confirm the new position.
Section 2: Other Officers
During the third quarter of the election year the Nominating Committee shall meet and select a President Elect, a Treasurer and a Secretary to serve the following year. Special consideration should be taken to ensure that these positions are selected from the pool of directors and committee chairman who have worked with the Chapter for the previous year. Exceptions, however, can be made. Voting will be by majority of the nominating committee. Once selected, a written request for acceptance should be sent to the candidates. If the nomination is accepted by the candidate the Chapter Board shall vote to confirm the new positions.
Section 3: Directors
During the third quarter of each year the Nominating Committee shall commence and select new directors to fill the vacancies that have occurred over the past year. The total number of directors shall not exceed 25. Voting will be by majority of the nominating committee. Once selected, a written request for acceptance should be sent to the candidates. If the nomination is accepted by the candidate the Chapter Board shall vote to confirm the new positions.
ARTICLE VIII COMMITTEES
Section 1: Standing or Special Committees
- The Chapter Board may by resolution create one or more standing or special committees of the Chapter Board; appoint a board member as the chairperson of each committee; and appoint chapter members to serve on the committee or committees. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Chapter Board, or any individual director, of any responsibility imposed by law. A committee shall not take any action that is inconsistent with these Bylaws or that revokes or amends any previous action by the Chapter Board which is still in effect.
- Each standing or special committee of the Chapter Board shall have one or more directors as members, and all committee members shall serve at the pleasure of the Chapter Board. (c)The President of the Chapter shall serve ex officio as a voting member of each committee of the Chapter Board. A majority of a Chapter Board committee shall constitute a quorum. No member of such committee of the Chapter Board may act by proxy and, to the extent provided in these Bylaws for presumption of assent of directors, assent is presumed for committee members. A committee member may participate in and act at any meeting through the use of a conference telephone or other similar communications equipment, and the committee may act by unanimous consent in writing without a meeting, in the manner provided by these Bylaws for the Chapter Board. Subject to these Bylaws and to action by the Chapter Board, a majority of the members of a committee of the Chapter Board shall determine the time and place of committee meetings and the notice required for such meetings.
Section 2: Executive Committee
- There shall be an Executive Committee of the Chapter Board.
- The Executive Committee shall be composed of the President, President-Elect, Treasurer, Secretary of the Chapter, the Regent, the most recent Past President and the Chairs of the Local Program Councils. (c) The President shall serve as chairperson of the Executive Committee and the Secretary shall serve as secretary of the Executive Committee.
- The Executive Committee shall act upon such matters as may be referred to it during intervals between meetings of the Chapter Board to the extent permitted by law and as specified by the Chapter Board.
- The Executive Committee shall also serve in the Financial oversight function, reviewing in detail the revenues and expenses of the organization. The results of the reviews will be presented to the Chapter Board by the Treasurer.
- The Executive Committee may be called by the President or any two (2) Executive Committee members.
- The Secretary, or his or her designee, shall keep a record of the proceedings of the Executive Committee and shall present such record of proceedings at each Chapter Board meeting.
Section 3: Nominating Committee
- The Nominating Committee shall be a committee of the Chapter whose purpose it shall be to nominate officer and director candidates from among qualified members of the Chapter.
- The Nominating Committee shall be comprised of the current Chapter President, the Immediate Past President as Chairman, the Regent, two prior Past Presidents of the Chapter and the OHA Representative who currently serves on the ACHE of Greater Ohio Board. (c) The Nominating Committee shall meet during the third quarter of the year to approve the slate of Officers and Directors for the upcoming year. The Chapter Board shall meet prior to December 1 to vote on the nominated slate. If any candidate is not approved by the Chapter Board, the Nominating Committee shall put forth another candidate.
Section 4: Education Committee
- The Education Committee shall be a committee of the Chapter whose purpose it shall be to procure, develop and coordinate education opportunities for the Chapter.
- The Education Committee shall be chaired by the current President Elect and comprised of the Local Program Council Chairs.
- The Education Committee shall meet monthly prior to the Board meeting by teleconference or face to face, to review education calendar and meet the LPC requirements as outlined in attachment B.
- The Education Committee will present a recommended Chapter Education Calendar for the upcoming year at the Annual Strategic Face-to-Face meeting for Board approval. The Education Calendar shall include the ACHE Face-to-Face topics selected by the LPCs and a tentative schedule of the months the programs will be offered.
Section 5: Sponsorship Committee
- The Sponsorship Committee shall be a committee of the Chapter whose purpose it shall be to raise money to help fund Chapter activities
- The Sponsorship Committee shall be comprised of the Sponsorship Chairman and at least two other members of the chapter. The Chapter Treasurer shall provide oversight to the Sponsorship Committee.
Section 6: Recruitment & Retention Committee
- The Recruitment & Retention Committee shall be a committee of the Chapter whose purpose it shall be to focus on adding new affiliates to ACHE of Greater Ohio, monitor retention, and help to coordinate efforts to increase membership.
- The Recruitment & Retention Committee shall be comprised of the Recruitment & Retention Chairman and at least four other members of the Chapter
Section 7: Higher Education Committee
- The Higher Education Committee shall be a committee of the Chapter whose purpose it shall be to partner with local colleges and educational institutions that offer health administration programs or other related programs to promote ACHE networking and educational opportunities for students.
- The Higher Education Committee shall be comprised of the Higher Education Chairman and at least two other members of the chapter.
Section 8: Committee Member Term of Office, Removal, and Longevity
- Except as otherwise expressly provided herein, the term of each committee member shall begin at the committee meeting following that committee member’s appointment, and shall continue until a successor is elected or appointed, unless the committee is terminated, or the member resigns from the committee, is removed from the committee, or ceases to qualify as a member thereof.
- Any committee member may be removed by the Chapter Board whenever, in its judgment, the best interests of the Chapter will be served by the removal.
ARTICLE IX CONFLICT OF INTEREST
Section 1: General
The Chapter Board and its Officers shall administer Chapter affairs honestly and economically and exercise their best care, skill, and judgment for the benefit of the Chapter and ACHE. The Chapter Officers shall exercise the utmost good faith in all transactions relating to their duties for the Chapter. In their dealings with and on behalf of the Chapter, they are held to a strict rule of honest and fair dealings with the Chapter. They shall not use their position, or knowledge gained there from, so that a conflict might arise between the Chapter interest and that of the individual.
Section 2: Disclosure of Conflict of Interest
Each nominee for a Chapter Board or committee position shall make written disclosure of any interest that might result in a conflict of interest upon nomination to office, before appointment to fill a vacancy in office, and annually thereafter. Such a written disclosure shall be made on such form or forms (Attachment C) as may be adopted by the Chapter Board for that purpose.
ARTICLE X AMENDMENTS
Section 1: Amendments
The Bylaws may be altered or amended by majority vote of the Chapter Board
Section 2: Review of Chapter Bylaws
Chapter Bylaws will be reviewed and approved by ACHE in accordance with existing policies and procedures. ACHE and the Chapter shall maintain a record of all revisions to the Bylaws, including effective dates. A final approved original copy of each version of the bylaws and amendments will be maintained by the Chapter Secretary. The Chapter Bylaws will be reviewed annually at the January Board Meeting.
ARTICLE XI DISSOLUTION
Section 1: Dissolution of the Chapter
The Chapter may be dissolved at any business meeting of the membership by a three-fourths-majority vote of voting members present, providing such notice of intent shall have been communicated and provided each voting member at least 30 days prior to the meeting where such dissolution vote is taken.
Section 2: Chapter Assets
In the event of the dissolution of the Chapter, all assets remaining after the settlement of any chapter debts and obligations shall be distributed in accordance with the United States Internal Revenue Service Code governing dissolution of Non-Profit, Tax exempt or For-Profit corporations.
ARTICLE XII MISCELLANEOUS PROVISIONS
Section 1: Execution of Contracts
The Chapter Board may authorize any Officer or Officers and any agent or agents to enter into any contract or execute any instrument in the name of, and on behalf of, the Chapter, and such authority may be general or limited to specific instances. No Officer, agent, or employee shall have any power or authority to bind or obligate the Chapter by any commitment, contract, or engagement, or to pledge its credits to render it liable for any purpose or in any amount unless dully authorized by the Chapter Board.
Section 2: Fiscal Year
The fiscal year of the Chapter shall commence on January 1st of each calendar year.
Section 3: Effect of Bylaws
These Bylaws are in all respects subordinate to, and shall be controlled by, applicable provisions of the corporate laws (profit or non-profit) of the State, other applicable laws, and the Articles of Incorporation of the Chapter. Except as these Bylaws may be inconsistent with such laws and Articles, they shall regulate the conduct of the business and affairs of the Chapter with respect to all matters to which they relate.
ATTACHMENT A: EXPECTATIONS OF THE CHAPTER BOARD
The Immediate Past President shall act as chairperson of the Nominating Committee and member of the executive committee. The Immediate Past President also acts as historian for the Board.
Board Members must be ACHE members in good standing.
Board Members agree to attend at least sixty percent of the scheduled Board conference calls or meetings per year. If the board member is unable to attend at least sixty percent of the meetings, they will automatically be removed from the board.
Board Members agree to attend at least one chapter hosted educational program a year. Networking/educational events are included. Board Members are also expected to actively participate in the LPC event(s).
Board Members agree to assist in member recruitment and retention efforts. This includes, but is not limited to speaking to student chapters, recommending colleagues for membership in ACHE, participating in a letter writing or phone bank campaign, mentoring colleagues preparing for the Board of Governor’s Exam and promoting ACHE membership within their organization.
All Board Members must be employed in a health care related position. If unemployed, Board Members must find employment in the chapter’s region within 12 months. Exceptions can be made with Board approval.
ATTACHMENT B: LOCAL PROGRAM COUNCILS
Local Program Councils (LPC’s) will be the implementation arm of the Chapter. They will be made up of member volunteers willing to serve to help provide education programming, networking, Higher Education Network Outreach and fellowship advancement education.
LPC Locations. LPC’s will be formed and maintained in Columbus, Dayton, Cincinnati and if possible, Southeast Ohio.
LPC Officers. LPC’s will have an LPC Chair and Chair elect. Each willing to serve for two years. Officers will be approved by the Chapter Board and will follow the Chapter nomination and election cycle. Members willing to serve as LPC Officers will forward their interest to the Chapter Nominating Committee for action on the normal board cycle.
LPC Members. Members are selected by a majority of the Officers of the LPC and serving LPC members. They serve for two year terms. Members shall not exceed three such terms to allow for active participation of all potential Chapter volunteers. LPC Members agree to assist in member recruitment and retention efforts.
Quorum. A 1/3 attendance of members are required for a quorum and attendance of either the LPC chair or chair elect.
LPC Finances. Finances for all LPC events will be a function of the Chapter office and managed by the Treasurer and his/her designee. LPCs will not maintain separate accounts or funds.
LPC Programming. Each LPC will offer programming based on the annual strategic plan of the Chapter. At a minimum, the LPCs will provide: One Face to Face education event; One fellowship advancement course; One Networking event; and assist with OHA annual education session; one Higher Education Outreach event. LPC’s are encouraged to exceed these minimum requirements and to coordinate offerings through the Education Committee.
Last Modified: September 8, 2017