Bylaws - ACHE of Greater Ohio

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. Dues charged by ACHE must be paid by Officers, Directors, and other Board Members to maintain their role.

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. Nonpayment of dues will result in removal of the Member from the Board.

ARTICLE V 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 1.1: Program Manager

The Program Manager shall be a contractor hired by the Chapter to provide administrative functions as outlined in the Program Manager Job Description provided to the contractor. The Program Manager reports to the Executive Committee. The Program Manager will utilize the chain of command outlined in Section 10 as a reporting structure. The Program Manager attends the meetings of the Board and Committees as a non-voting member.

Section 2: Eligibility of Directors

Directors must be members of ACHE. It is preferred they are Fellows of the college.

Section 3: Eligibility of Officers

Officers will be members of ACHE. It is required that they be Fellows of the college, or actively in pursuit of achieving Fellowship.

Section 4: Board Composition

The Chapter Board, herein referred to as the “Board,” shall consist of at least four (4) elected Officers and no more than 25 Directors which may include LPC Chairs, LPC Co-Chairs, Committee Chairs, a Student member, and a representative from the federal sector (DOD/VA). Chair-elects may be invited to participate on the board, as non-voting members. Chapter Program Manager may be invited to participate on the board, as a non-voting member.

In addition, the Ohio Regent of ACHE shall be an ex officio, voting member of the Board. Other committed seats may be established from time to time as determined by the Nominating Committee to enhance the diversity of thought. Additional non-voting members i.e., officers from recognized ACHE affinity groups (i.e., National Association of Health Services Executives – NASHE) may be invited to sit on the Board as non-voting members.

Section 5: Chapter Board Meetings

Regular meetings of the 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 three other Board members may also call special meetings of the Board.

Section 6: Notice

Notice of any regular or special meetings of the 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 Board shall constitute a quorum for any vote. In matters of conflict of interest in which an Officer or Director is the subject, that 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

At-Large Directors of the Board term limit is two years not to exceed up to four consecutive terms. Up to a fourth of the At-Large Directors can be invited to serve an indefinite term.

President and President-Elect may not serve more than one elected term. Secretary and Treasurer may not serve more than three consecutive terms in the same office. The term of office for Officers shall commence on January 1st and shall continue for a period of two years. In the event of a vacancy, the 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, or designee, shall preside at all meetings of the Chapter and the Board, calling meetings of the Board, as 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 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 conduct the objectives of the Chapter and shall serve as an ex-officio member of all such committees. The President has ultimate responsibility for oversight of the Program Manager.

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 Board or ACHE) the President’s duties shall be performed by the President-Elect. The President or the 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 Board. The Treasurer shall deposit funds of the Chapter in such banks as may be approved by the Board and shall disburse funds only upon approved vouchers. The Treasurer shall ensure completion of periodic review of investments and make recommendations to the Board for approval. The Treasurer shall submit regular financial reports to the 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 ensure a report of the meetings of the Chapter is kept. The Secretary, in collaboration with the chapter administrative support personnel shall keep a roster of members, issue notices of all meetings, keep the minutes of the Board meetings and perform such other duties as may be assigned by the President and/or the Board. The Secretary shall maintain the records, and governing documents for the Chapter. The Secretary shall monitor and maintain the Chapter’s Performance Dashboard. The Secretary will collaborate 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 function as chair of the Nominating Committee and member of the executive committee. In the event the Immediate Past President cannot serve in the role, then the former immediate past president would fulfill the role.

ARTICLE VI MEETINGS OF MEMBERS

Section 1: Meetings of Members

The meetings of the Chapter membership shall be conducted in accordance 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 may conduct meetings with agenda topics that include but are not limited to committee updates and a review of budget and finances.

Section 3: Annual Strategic Planning Meeting

The Chapter will conduct an annual strategic planning meeting to review successes and opportunities from the previous year and determine strategic goals for the upcoming year. The meeting will be attended by the current Board members, committee chairs, Local Program Council (LPC) chairs and specific committee members. Such meeting shall be open to all 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 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 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 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 Board shall meet to vote prior to December 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 chairs 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 Board shall meet to vote prior to December to confirm the new positions. Officers are considered Directors for the purposes of Board Composition, Committee Composition, and Notices.

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 twenty-five (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 Board shall meet to vote prior to December to confirm the new positions.

ARTICLE VIII COMMITTEES

Section 1: Standing or Special Committees

The Board may by resolution create one or more standing or special committees of the Board; appoint a Board member as the chair 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 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 Board which is still in effect.
Each standing or special committee of the Board shall have one or more Directors as members, and all committee members shall serve at the pleasure of the Board.
The President of the Chapter shall serve ex officio as a voting member of each committee of the Board. A majority of a Board committee shall constitute a quorum. No member of such committee of the 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 any communications platform, and the committee may act by unanimous consent in writing without a meeting, in the manner provided by these Bylaws for the Board. Subject to these Bylaws and to action by the Board, a majority of the members of a committee of the 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 Board.
The Executive Committee shall be composed of the President, President-Elect, Treasurer, Secretary, and Immediate Past President.
The President shall serve as chair 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 Board to the extent permitted by law and as specified by the 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 Board by the Treasurer.
The Executive Committee may be called by the President or any two (2) Executive Committee members.

Section 3: Nominating Committee

The Nominating Committee shall be a committee of the Chapter whose purpose is 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 Chair, and the Regent, and may also include the two prior Past Presidents of the Chapter Board.
The Nominating Committee shall meet during the third quarter of the year to approve the slate of Officers and Directors for the upcoming term. The Board shall meet to vote prior to December on the nominated slate. If any candidate is not approved by the Chapter Board, the Nominating Committee shall put forth another candidate.

Section 4: Diversity, Equity, and Inclusion (DEI) Committee

The DEI Committee shall be a committee of the Chapter whose purpose is to provide a critical perspective to promote diversity, equity, and inclusion in the educational opportunities, messaging, and resources the Chapter provides.
The DEI Committee shall be comprised of the DEI Committee Chair and at least two other members of the Chapter.
The DEI Committee shall collaborate with the other Committees to enhance the offerings of those Committees. The DEI Committee shall be responsible for DEI specific events and strategic efforts.
The DEI Committee will present recommendations for DEI focus areas for the upcoming year at the Annual Strategic meeting for Board approval..

Section 5: Sponsorship Committee

The Sponsorship Committee shall be a committee of the Chapter whose purpose is to raise money to help fund Chapter activities.
The Sponsorship Committee shall be comprised of the Sponsorship Chair and at least two other members of the Chapter. The Chapter Treasurer shall provide oversight to the Sponsorship Committee.

Section 6: Membership Committee

The Membership Committee shall be a committee of the Chapter whose purpose is to focus on adding new affiliates to ACHE of Greater Ohio, monitor retention, and help to coordinate efforts to increase membership.
The Membership Committee shall be comprised of the Membership Chair and at least four other members of the Chapter.

Section 7: Higher Education Network Committee

The Higher Education Network Committee shall be a committee of the Chapter whose purpose is 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 Chair and at least two other members of the Chapter.

Section 8: Marketing Committee

The Marketing Committee shall be a committee of the Chapter whose purpose is to maintain regular communication with Chapter members. This includes maintenance of the Chapter website and newsletters.
The Marketing Committee shall be comprised of the Marketing Chair and at least two other members of the Chapter.

Section 9: Committee Member Term of Office, Removal, and Longevity

All committee members should be members in good standing of ACHE.
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 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 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 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 Board for that purpose.

Annually, all Board members will complete Attachment C. This will be sent to all Board members via the Chapter Program Manager before the end of the calendar year.

ARTICLE X AMENDMENTS

Section 1: Amendments

The Bylaws may be altered or amended by majority vote of the 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. The Chapter Secretary will maintain a final approved original copy of each version of the Bylaws and amendments. The Chapter Bylaws will be reviewed biannually, with the change of Officers, at the first Board Meeting after Officers are elected.

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 Board may authorize any Officer(s) and any agent(s) to enter 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 oblige 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 duly authorized by the 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 of Ohio, 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

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 program a year. Board members are also expected to actively participate in the LPC event(s) and/or LPC meetings.

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 (LPCs) 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 Members agree to assist in member recruitment and retention efforts.

LPCs will be formed and maintained in Columbus, Dayton, Cincinnati, and Southeast Ohio.

LPCs will have an LPC Chair and Chair elect. Each serving for two years. Officers will be approved by the 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.

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 two such terms to allow for active participation of all potential Chapter volunteers.

Quorum: A one-third attendance of members and either the LPC Chair or Chair elect are required for a quorum and attendance.

LPC finances: Finances for all LPC events will be a function of the Chapter Board 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 In-Person Education event; and one networking event. LPCs are also encouraged to offer one higher education outreach event and one collaboration event in conjunction with another professional society. LPCs are encouraged to exceed these minimum requirements.

ATTACHMENT C: CONFLICT OF INTEREST AND DISCLOSURE OF CERTAIN INTERESTS

DATE:

TO: Members of the Board

FROM:

SUBJECT: POLICY ON CONFLICT OF INTEREST AND DISCLOSURE OF CERTAIN INTERESTS

As listed in the Chapter Bylaws policy setting forth certain standards of conduct expected of those involved with the ACHE of Greater Ohio, all Officers, Directors and key staff are required to disclose all interests that could result in a conflict with the interests of the ACHE of Greater Ohio. A copy of the policy is attached.

Pursuant to the policy, please complete and return the enclosed questionnaire to (Chapter President), within four weeks. Please be assured that the sole purpose of the disclosure requirements is to provide us with a systematic and on-going method of disclosing and ethically resolving potential conflicts of interest.

Thank you for your cooperation.

RETURN TO: Chapter President

QUESTIONNAIRE & STATEMENT

POLICY ON CONFLICT OF INTEREST

Pursuant to the purposes and intent of the policies adopted by the Board of Governors and the ACHE of Greater Ohio requiring disclosure of certain interests, a copy of which has been furnished to me, I hereby state that I or members of my immediate family have the following affiliations or interests and have taken part in the following transactions that, which considered in conjunction with my position with or in relation to the ACHE of Greater Ohio, might possibly constitute a conflict of interest. (Check “None” where applicable.)

Outside Interests:

Identify any interests or investments, of yourself or your immediate family, that might be deemed a position or financial interest in any outside concern from which you believe the ACHE of Greater Ohio secures goods or services (including the services of buying or selling stocks, bonds, or other securities), or that provides services competitive with the ACHE of Greater Ohio.

( ) None
Identify any purchases or sales of property or property rights, interests, or services, by yourself or your immediate family that might be deemed to have been made in competition with the ACHE of Greater Ohio.

( ) None.

Outside Activities:

Identify any instances in which you or any members of your immediate family have rendered directive, managerial or consultative services to any outside concern that does business with or competes with the services of the ACHE of Greater Ohio or have rendered other services in competition with the ACHE of Greater Ohio.

( ) None

Gifts, Gratuities and Entertainment:

I hereby certify that neither I nor any member of my immediate family have accepted gifts, gratuities, or entertainment from any outside concern that does, or is seeking to do business with or is a competitor of, the ACHE of Greater Ohio, except as listed below:

( ) None.

Inside Information:

I hereby certify that neither I nor any member of my immediate family have disclosed or used information relating to the ACHE of Greater Ohio business for the personal profit or advantage of myself or my immediate family, or disclose any information to any outside concern that does, or is seeking to do business with the ACHE of Greater Ohio, that could be used to their advantage when soliciting or doing business with the ACHE of Greater Ohio except as listed below:

( ) None

Other:

List any other activities in which you or your immediate family are engaged that might be regarded as constituting a conflict of interest.

( ) None.

By signing below, I hereby declare:

I have received a copy of the Conflict-of-Interest Policy.
I have read and understand the Policy.
I agree to comply with the Policy.
I understand that in order for ACHE of Greater Ohio to maintain its federal tax exemptions it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
I agree to immediately report to the president of ACHE of Greater Ohio any further transactions that might develop before completion of my next questionnaire.
I have truthfully answered all questions in this document.

NAME:

DATE:

POSITION:

Last Modified: April 2025