Article I -- Name
The name of the organization shall be the Society for Healthcare Strategy, and Market Development
Article II -- Purpose
The purpose of the Society shall be to provide career and professional development opportunities to enable practitioners in healthcare strategy development and implementation to reach new heights of competence and effectiveness, thereby contributing optimally to the fulfillment of the missions of the organizations they serve. As a personal membership group of the American Hospital Association, the Society supports the mission and vision of the Association.
The Society is organized exclusively for charitable, scientific and educational purposes as an integral part of the American Hospital Association (hereinafter "Association"). It shall be so conducted that no part of its income and earnings shall inure to the benefit of any member, director, officer, or other individual.
Upon dissolution, any assets of the Society remaining after payment of just debts shall be distributed to the Association or its successor.
Article III -- Powers
The Society may recommend to the Board of Trustees of the American Hospital Association policies within the area of its interest. It may also recommend programs and activities to be undertaken by the Association. It may review and comment upon policies related to its area of interest that are proposed by other bodies within the Association structure.
Recommendations and comments may be forwarded to the Board of Trustees of the Association by vote of the board of directors of the Society or by a two-thirds vote of the members present and voting at an authorized meeting.
The Society may organize its membership into special interest groups within the Society to facilitate development of specialized programming and services.
Society statements shall be issued through the regular channels of the Association
Article IV -- Membership
Section 1. Eligibility
Membership shall be available to any individual who (1) has responsibility for strategy and market development in a health care or related organization; and (2) is eligible for personal membership in the Association.
Section 2. Establishment of Membership
Membership in the Society shall become effective upon receipt of a properly completed application form and receipt of required dues. Membership in the Society also constitutes personal membership in the Association.
Section 3. Type of Membership
The membership of the Society shall consist of active members, student members and retired members.
A. Active Membership shall be available to persons who are employed by a hospital, allied hospital association, multi-institutional system, health care network, health maintenance organization, health plan or any other health care service. Active membership will also be available to employees of wholly owned subsidiaries of health care providers; persons employed by consulting firms; third party payers; health or hospital administration programs; or federal, state, or local government agencies. Other interested parties also may qualify for membership.
B. Student Membership shall be available to full-time students whose studies concentrate on disciplines relevant to the focus of the Society and the responsibilities of its active members. Student members shall not be entitled to vote or hold an elective office.
C. Retired Membership shall be available to those who have a minimum of five years membership in the Society and have permanently left full-time employment. Retired members shall not be entitled to vote or hold an elective office.
D. Other types of membership may be established by the board of directors.
Section 4. Transfer of Membership
Membership in the Society shall not be transferable to another person unless so specified by an agreement between the Society and the parties involved. A member whose affiliation changes shall retain membership during the full term for which dues have been paid.
Section 5. Termination of Membership
A. Resignation.A member may resign or retire from the Society at any time by writing to the Society executive director.
B. Suspension or Expulsion.The board of directors of the Society may suspend or expel any member for cause at any time, after giving such member the opportunity to have a hearing before the board of directors. For cause shall include but not be limited to: (1) any violation of these bylaws, (2) any conduct on the part of said member that is prejudicial to the interests and welfare of the Society and its members. Such hearing shall be conducted in a manner similar to the hearing procedure established by the regulations of the Association. A member may be suspended or expelled by the affirmative vote of two-thirds of the members of the board of directors present and voting. Any member suspended or expelled may be reinstated by the affirmative vote of a majority of the members of the board of directors present and voting.
C. Nonpayment of Dues.Members who fail to pay dues within 30 days after due and payable shall have their membership automatically suspended.
Society Bylaws: Article V -- Dues
Minimum annual dues of the Society shall be established by the Association. This does not apply to student and retired memberships. Additional dues as recommended by a majority vote of the board of directors of the Society present and voting may be charged each Society member, with the approval of the Association.
Dues shall become due and payable upon the date fixed by the Association. Modifications or regulations established by the Association and affecting the provisions of this section shall take effect automatically.
No portion of dues paid by any member shall be refunded because membership is terminated for any reason.
Any funds or property that may be donated to further the work or programs of the Society shall become the property of the Association and shall be used for the intent or purpose designated by the donor.
Society Bylaws: Article VI -- Meetings
Section 1. Annual Meeting
The Society shall meet at least annually for the transaction of the affairs of the Society.
Section 2. Special Meetings
Special meetings may be called by the board of directors of the Society. Special meetings shall be limited to consideration of subjects listed in the official call for such meetings, unless it is otherwise ordered by unanimous consent of the members present and voting.
Section 3. Notice of Meetings
The executive director of the Society shall notify the membership by mail of annual or special meetings no less than 30 days prior to the date of the meeting.
Section 4. Order of Meetings
The Society shall adopt regulations for conducting meetings and may amend them from time to time by a majority vote of those present and voting at the annual meeting. These regulations shall be in accord with Robert's Rules of Order Revised, when the latter are not in conflict with the bylaws of the Association or the Society.
The president of the Society shall preside at all meetings. In the absence of the president, the president-elect shall assume the chair. In the absence of both, the president shall appoint a member of the current board to preside.
Section 5. Voting
A. Eligibility to Vote. Any active member in good standing of the Society who is present at the meeting shall be entitled to one vote with the exception of student and retired members who are ineligible to vote. Proxy voting shall not be permitted.
B. Majority. Except as otherwise specified herein, all matters shall be settled by simple majority vote, a majority of members voting in assembly.
Section 6. Quorum
A quorum shall consist of the active members present at a duly called meeting.
Article VII Board of Directors
Section 1. Eligibility
Any active member of the Society shall be eligible to serve on the board of directors of the Society. Board members serve without compensation.
Section 2. Composition
There shall be a board of directors composed of up to 18 members. Voting members are: the president, president-elect, immediate past president, fourteen directors and the executive director.
Section 3. Term
Directors shall be elected for a three-year term to begin on January 1 following their election and conclude three years later on December 31. Any director shall be eligible for re-election for a second consecutive three-year term. Any director having served two consecutive three-year terms shall be ineligible for reelection until one year shall have elapsed.
The terms of directors shall be staggered so that five directors are slated by the Nominating Committee for election one year, followed by five directors in the next year and four directors in the year thereafter.
To establish this rotation beginning in 2009, five directors will be slated to serve a three-year term concluding on December 31, 2011, and one director will be slated to serve a two-year term concluding on December 31, 2010. This sentence, as well as the sentence establishing a rotation of directors beginning in 2009, shall be eliminated from the Bylaws at the conclusion of 2011.
Section 4. Powers and Responsibilities
The board of directors shall have the responsibility to establish the vision and strategic direction of the Society and guide development of policies, programs and services to fulfill the strategic goals of the Society. The board of directors shall have the authority to create special interest groups within the Society and have the option to vote to recommend for the approval of the Association a separate dues structure for any such groups.
The actions of the board of directors shall at all times be in conformity with the bylaws and regulations of the Association.
Section 5. Vacancies
Should a vacancy occur on the board other than the offices of the president-elect and the Society's executive director, the president, with the approval of the board of directors, shall appoint an active member to complete the un-expired term.
Section 6. Meetings
The board of directors shall meet not less than once a year. Additional meetings may be called by the president with the approval of the board of directors or upon the written request of at least one-third of the members of the board of directors.
Members of the board of directors who are absent from two successive meetings of the board without adequate reason, in the view of the president and with approval of the board, shall have their seats declared vacant, to be filled in accordance with Article VII, Section 5.
Section 7. Quorum
A quorum shall consist of twelve members of the board of directors.
Section 8. Forfeiture of and Removal from Office
A. Loss of membership. Directors shall automatically forfeit their directorship if they lose eligibility for or are expelled from membership, pursuant to Article IV Membership, Section 5. Termination of Membership.
B. Conflict of Interest. Any director is subject to removal from office pursuant to Article IX Conflict of Interest of Directors and Officers.
C. Failure to Fulfill Duty. Any director is subject to removal from office by a vote of two-thirds of the board of directors for failure to fulfill the duties of office.
Article VIII Officers
Section 1. Eligibility
Any board member in good standing and in compliance with all provisions of the bylaws who has served at least one year of the three year term as a director may be elected to office in the Society.
Section 2. Officers
The officers shall be the president, president-elect and immediate past president who shall be elected by the membership of the Society, and a secretary who shall be the executive director of the Society and who shall be employed by the Association.
At such time as a director with an unexpired term of office begins an official term as Society president-elect, the Society president may declare the director’s position vacant and appoint a replacement in accordance with Article VII, Section 5.
Section 3. Terms
The president, president-elect and immediate past president shall serve for a term of one year beginning on January 1 each year and concluding on December 31. The president-elect shall take office as president at the end of the one-year term as president-elect.
Section 4. Duties
The president of the Society shall act as chairperson of the board of directors and shall preside at all meetings of the board, in addition to all annual and special meetings of the Society. The president-elect shall perform the duties of the president whenever the president shall be unable to do so.
Section 5. Forfeiture of and Removal from Office
A. Loss of membership. Officers shall automatically forfeit their office if they lose eligibility for or are expelled from membership, pursuant to Article IV Membership, Section 5. Termination of Membership.
B. Conflict of Interest. Any officer is subject to removal from office pursuant to Article IX Conflict of Interest of Directors and Officers.
C. Failure to Fulfill Duty. Any officer is subject to removal from office by a vote of two-thirds of the board of directors for failure to fulfill the duties of office.
Section 6. Reports
The president shall submit to the board of directors an annual report in writing within forty-five days of the end of the term of office. The report shall be communicated to the membership and to the Association in an appropriate manner.
Section 7. Vacancies
If the office of president becomes vacant, the president-elect shall immediately accede to the presidency for the duration of the unexpired term and also shall continue to serve as president for the subsequent term. If both the president and the president-elect shall become unable to perform the duties of their office, the board of directors shall appoint, from the membership of the board of directors, a president pro tempore to serve for the remaining portion of the unexpired term. At the next regular election of the Society, a president and a president-elect shall be elected in accordance with the Article X, Section 2c.
Section 8. Duties of Society Executive Director
The executive director is appointed by the Association, in consultation with the Society's Executive Committee, to provide liaison between the Society and the Association and to serve as the secretary of the board of directors and the Society. With the benefit of consultation from the Executive Committee, the Association reviews the performance of the executive director.
The executive director shall maintain the membership and financial records of the Society and report membership and financial information to the board utilizing the facilities of the Association. The executive director shall perform such other duties as may contribute to the achievement of theSociety's purpose and objectives as outlined by the board of directors, subject to the approval of the Association.
As secretary to the board of directors, the executive director shall record the proceedings and prepare the minutes of the Society, issue official calls, agenda, and other notices authorized or required by or pursuant to these bylaws, and all other duties inherent in the office of secretary.
Article IX -- Conflict of Interest of Directors and Officers
Section 1. General
The directors and officers of the Society shall administer its affairs honestly and exercise their best care, skill and judgment for the benefit of the Society.
The directors and officers shall exercise the utmost good faith in all transactions relating to their duties in the Society. In their dealings with, and on behalf, of the Society they are held to a strict rule of honest and fair dealing with the Society. They shall not use their position, or knowledge gained therefrom, so that a conflict might arise between the Society's interest and that of the individual or others.
Acts of directors and officers shall be for the benefit of the Society in any dealing that may affect the Society adversely or improperly influence their actions affecting the Society or its members.
During their terms of office, directors and officers shall disclose any existing, or possible, conflict of interest including, but not limited to, employment, activity, investment, or other interest that might involve obligations that may adversely compete with, or be in conflict with, the interest of the Society. This disclosure shall be made at the first board meeting of each year in writing as a matter of record or when the interest becomes a matter of board action.
Section 2. Disclosure of Conflict of Interest
Each person shall declare any potential conflict of interest before nomination to office, before appointment to fill a vacancy in office, prior to the assumption of office, and annually during the term of office.
Any board member having a possible conflict of interest on any matter shall not vote on that matter when it is presented for board action. The minutes of the meeting shall reflect that a disclosure was made and that there was an abstention from voting. This shall not prevent the board member from briefly stating a position on the matter nor from answering pertinent questions of other board members because a member's knowledge may be of assistance.
Section 3. Resolution of Conflict of Interest
If a perceived conflict of interest cannot readily be resolved, the president of the Society shall appoint an ad hoc conflict of interest committee consisting of three Society members who are neither officers nor board members.
The committee will review minutes and written conflict of interest statements and determine if the individual is in compliance with the bylaws. If the individual is found by the committee not to be in compliance, the committee may recommend that the individual no longer serve as a director, officer, or nominee.
Appeals of adverse decisions of the ad hoc conflict of interest committee shall be made to the board of directors, which may remove the director from office by a vote of two-thirds for failure to fulfill this bylaws provision.
Article X -- Committees, Advisory Panels and Councils
Section 1. Executive Committee
There shall be an Executive Committee of the board of directors consisting of the president, president-elect, and immediate past president. The Society's executive director will serve ex officio, without vote.
The Executive Committee shall be authorized to act on behalf of the board of directors between board meetings, at the request of the president, the executive director, or the Association subject to review at the next subsequent meeting of the board of directors.
Section 2. Nominating Committee
A. Composition. The Nominating Committee shall be composed of four members: the immediate past president, the most recent past president and two members of the board of directors appointed by the president with the approval of the board of directors. The immediate past president shall serve as chairperson of the committee.
B. Duties. Annually the Nominating Committee shall solicit nominees and develop a slate of candidates to fill expiring terms and vacancies on the board of directors including the office of president-elect. The committee will actively seek input from the board of directors and other Society leaders. In developing the slate, the Nominating Committee will use criteria established by the board of directors to ensure geographic balance and appropriate representation of the disciplines represented in the Society's membership.
C. Elections. Elections to fill vacancies on the board of directors and to fill the office of president-elect will be conducted by mail, electronic mail or fax. A ballot shall be provided to each eligible voting member of the Society no later than November 1 each year. The ballot shall provide for write-in candidates. A majority of ballots cast shall constitute election. No ballot returned later than 30 days following the provision of the ballot will be valid. The results of the election shall be communicated to the membership by mail.
Section 3. Committees
The president of the Society may appoint committees, advisory panels and task forces with the approval of the board of directors for purposes compatible with the objectives of the Society. All bodies so appointed shall have a majority of their membership composed of members of the Society.
Section 4. President's Council
A. Purpose. A President's Council shall be established to increase the visibility and strength of the Society by encouraging the continued contribution of past presidents in a manner that enhances the overall goals of the Society. The council shall serve as a resource to the president, the Executive Committee and the board of directors.
B. Composition. The immediate past president and the three most recent past presidents of the Society will serve as members of the President's Council. Past presidents must maintain active membership in the Society in order to serve on the council.
Article XI -- Affiliated Chapters and Societies
Section 1. Purpose of Affiliation
The purpose of affiliated chapters and societies is to provide an organized structure through which health care professionals engaged in strategy and market development may effectively work together at the national, regional, state and local levels.
Section 2. Establishment of Relationships
The board of directors may define the requirements of affiliation for local, state and regional chapters and societies interested in formalizing their relationships with the Society for Healthcare Strategy and Market Development. The requirements and benefits of affiliation shall be determined by the board.
Section 3. Affiliated Chapter and Society as Distinct Entity
Any regional, state or local entity affiliated with the Society under Article XI - Affiliated Chapters and Societies is not an extension or part of the Society or the Association but remains a distinct separate entity. Any such affiliate is therefore responsible for maintaining its own financial records, filing appropriate notices and forms with state and federal tax authorities, maintaining necessary insurance coverage, and so forth. Any affiliated society or chapter is not an agent of the Society or the Association.
Article XII -- Ammendments
Amendments to the bylaws may be proposed by a majority vote of the board of directors or by petition of at least two percent of the active members in good standing of the Society at the time the petition is filed with the secretary of the Society. Amendments proposed by petition shall be filed with the secretary at least 90 days prior to the annual meeting or the mailing date for the mail ballots.
These bylaws may be amended by a two-thirds vote of the members present and voting at any annual meeting of the Society, or by a two-thirds vote of the members voting in a mail ballot. Notice of proposed amendments to be considered at an annual meeting shall be sent to all voting members not less than 60 days in advance of the meeting. Mail ballots postmarked 30 days after the date of the original mailing shall be deemed invalid.
Amendments to the bylaws that are approved by the membership shall become effective upon approval of the president of the Association or the Association president's designee. Decisions of the Association shall be promptly reported to the membership by the secretary of the Society.
Approved February 7, 2008
