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ARTICLE 1 – NAME The name of
the organization shall be the West Virginia Society for Healthcare Risk
Management (hereinafter "Society"). ARTICLE 2 - PURPOSE The purpose
of the Society shall be to advance the growth and development of the
professional practice of healthcare risk management by: A.
Providing
an organized structure at the state level for members and others in the
fields of healthcare risk management and patient safety. B.
Conducting educational
programs and activities to strengthen and develop healthcare risk management
and patient safety programs and promote professional development. C. Creating
networking opportunities to facilitate the free exchange of information and solution
of mutual concerns among healthcare professionals. D.
Serving as a resource to
hospitals, medical societies, civic groups and other healthcare
professionals. E.
Participating as an
affiliated chapter of the American Society for Healthcare Risk Management. ARTICLE 3 - POWERS AND DUTIES A. The
Society is organized exclusively for charitable, scientific and educational
activities within the meaning of Section 501 (c) (3) of the Internal Revenue
Code of 1986, as amended (the “Code”). The Society shall conduct its business
so 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
Society as directed by the Board of Directors to an organization exempt from
taxation pursuant to Section 501(c)(3) of the Code. B. The
officers of the Society shall be responsible for conducting the business of
the Society and to act on behalf of the Society on governance issues between
board meetings. The officers shall carry out the powers and duties granted in
Article 9. C. The
Board of Directors of the Society shall carry out the powers and duties granted in Article 8. D. The membership of the Society shall have the
rights and obligations vested in them according to the designated membership
categories in Article 4. The membership, subject to the requirements
specified in Article 7.1 and 12.1, is granted the authority to ratify
amended bylaws. ARTICLE 4 – MEMBERSHIP 4.1 Eligibility Membership is open to
professionals whose job responsibilities include healthcare risk management
or patient safety or who have demonstrated a bona fide interest in the fields
of healthcare risk management or patient safety and who agree to support the
mission, vision and code of professional responsibility of the Society. 4.2 Membership Categories 4.2.1 Regular Membership A regular member is a professional
who is actively involved in the fields of healthcare risk management or
patient safety or whose job responsibilities include healthcare risk
management or patient safety, or who has an interest in healthcare risk
management or patient safety. Regular members may vote and hold an elected
office in the Society. 4.2.2 Student Membership A student member is an individual
who has demonstrated a bona fide interest in the fields of healthcare risk
management or patient safety and who is a full-time student registered at an
institution of higher learning and not otherwise eligible for membership
under any other section in this article. Student members may not vote or hold
an elected office in the Society. Any individual who is the recipient of a
scholarship or fellowship program that is sponsored or endorsed by the
Society may be designated as a student member if they are not otherwise
eligible for membership under any other section of this article. 4.2.3 Service Recognition Membership A service recognition member is an
individual who is otherwise not eligible for regular membership, who has been
recognized for a significant contribution to the fields of risk management or
patient safety or to the Society. The Board of Directors shall be authorized
to bestow this category of membership upon individuals. Service recognition
members may retain their membership for life subject to compliance with
Article 4.4.5 of these Bylaws. Service recognition members may not vote or
hold an elected office in the Society. 4.3 Membership Application and Renewal Any individual who meets membership
eligibility criteria may apply for initial membership in the Society by
completing a membership application provided by the Society. Any member, who
continues to meet membership eligibility criteria, including financial
obligations to the Society, may apply for renewal of membership in the
Society by completing the membership renewal application provided by the
Society. In the event there is a question
about an individual's eligibility for membership in the Society or membership
category, the secretary-treasurer shall submit the membership application to
the Board of Directors for review. Any decision of the Board of Directors
regarding membership eligibility or category is final. 4.4 Transfer/Termination of Membership 4.4.1 Transfer Membership in the Society is vested
in individuals and may not be transferred to another individual. 4.4.2 Resignation Any member may resign from the
Society by notifying the Society director in writing. Dues are non-refundable
if a member resigns. Resignations are effective upon receipt of notice by the
Society, but the member shall remain liable for financial obligations
incurred by the member before the Society's receipt of notice of resignation. 4.4.3 Any member who becomes ineligible for
continued membership in the Society shall notify the Society and shall have
his membership terminated. Such persons may reapply for membership upon
re-establishing eligibility. 4.4.4 Termination for Non-Payment of Dues Termination shall be presumed if
dues are not paid within 60 days of the due. 4.4.5 Termination for Cause The Board of Directors of the
Society may suspend or expel any member for cause, at any time, according to
the procedures established by the Society. For the purposes of this article,
"for cause" shall include, but not be limited to, violation of
these bylaws, any conduct on the part of said member that is detrimental to
the mission, or vision of the Society, or in violation of the Society Code of
Professional Responsibility of the American Society for Healthcare Risk
Management. The Board of Directors shall provide notice of charges to the
member, and an opportunity to be heard on the charges in accordance with
procedures established by the Board. Any member who has been suspended or
expelled may apply for reinstatement to the Society and may be reinstated at
the discretion of the Board of Directors.
5.1 Annual Dues
ARTICLE 6 - MEMBERSHIP MEETINGS
The Society shall meet at least
annually for the transaction of the affairs of the Society. A quorum shall
consist of all regular members present. 6.2 Special Meetings Special meetings may be called by
the Board of Directors of the Society or upon petition of no less than 10
percent of all of the Society's regular members. Special meetings shall be
limited to consideration of subjects listed in the official call for such
meetings, unless it is otherwise ordered by the unanimous consent of the
members present and voting. Such meetings shall be conducted either in person
or via other appropriate communication technology. A quorum shall consist of
five percent of all of the Society's regular members. 6.3 Notice of Meeting The Society director shall notify
the membership by mail or other appropriate communication technology of
annual or special meetings no less than 10 days prior to the date of the
meeting. 6.4 Order of Meetings The Society shall adopt regulations
for conducting meetings of the Society and may amend them from time to time.
In the event of ambiguity, Robert's Rules of Order Revised shall be
consulted. The president shall preside at all meetings. ARTICLE 7 - VOTING 7.1 Voting Only regular members shall have the right
to vote. Proxy voting shall not be permitted. Voting may occur by persons in
assembly, by mail ballot or by other mechanisms approved by the Board of
Directors. 7.2 Majority Voting Except as otherwise specified herein, all
matters shall be settled by simple majority of either returned votes or
eligible voting members in assembly. ARTICLE 8 - BOARD OF DIRECTORS 8.1 Eligibility Only regular members of the Society in
good standing who have demonstrated active participation in the Society and
who meet the established qualifications for this position as established by
the Board of Directors shall be eligible to serve on the Board of Directors
of the Society. Any member who has served on the Board of Directors is
eligible to run for additional terms, subject to a limit of three consecutive
years on the Board of Directors (including years as an officer). 8.2 Composition The Board of Directors shall be composed
of three regular members plus officers. The president-elect, secretary and
treasurer shall serve as directors with voting privileges. In case of a tie
vote, the president may vote to break the tie. 8.3 Term of Office All directors and officers shall serve a
one year term, but shall continue to serve until their successors are duly
elected and take office. The term of office
shall begin on January 1 and shall conclude on December 31 of that year. 8.4 Nomination of Board of Directors A call for nominations shall be mailed or
distributed in a manner approved by the Board annually to all regular
members. The nominating committee shall be responsible for selecting a slate
of candidates according to policies adopted by the Board of Directors. 8.5 Election of Board of Directors All elections for directors shall be
conducted by first-class mail or other voting mechanisms approved by the
Board of Directors. Ballots for election of directors shall be mailed or
distributed in a manner approved by the Board to all regular and
honorary members on or about June 30 of each year. Completed ballots must be
returned by mail or other voting mechanism approved by the Board of Directors
to the Society within 30 days. The votes shall be tabulated by the Society
and reported to the Board of Directors. In the event of a tie, the new board
member will be determined by a majority vote of the Board of Directors. The
final results shall be binding and shall be communicated to the membership in
writing within 45 days. 8.6 Powers and Duties 8.6.1 The Board of Directors of the Society shall
have the authority to conduct the affairs of the Society and to act on behalf
of the Society on issues related to healthcare risk management and patient
safety. 8.6.2 The Board of Directors shall have the power
to develop plans, objectives, and purposes for the Society; approve and
revise all rules and regulations for the operation of the Society; establish
ad hoc committees consistent with the objectives of the Society; review and
approve the recommendations of committees; provide for the conduct of the
Society's annual meeting; and maintain fiscal responsibility 8.7 Vacancies The Board of Directors shall fill any
vacancy (unless the unexpired term is less than three months) that may occur
on the board by appointment of the willing individual who received the next
highest number of votes in the previous election. This individual shall serve
for the remainder of the unexpired term. 8.8 Board of Director Meetings The Board of Directors shall meet not less
than two times per year. Additional meetings may be called by the president,
as necessary, to conduct the business of the Society, or upon request of four
members of the Board of Directors. Quorum shall consist of a majority of the
Board of Directors. 8.9 Forfeiture of Office 8.9.1 Any director shall automatically forfeit his
or her office if he or she loses eligibility for Society membership, loses
eligibility for office, or is terminated from membership pursuant to these
bylaws. 8.9.2 Any member of the Board of Directors who is absent
from two successive meetings without adequate reason, in the view of the
chairman of the Board of Directors, and with the concurrence of the majority
of the members of the Board of Directors, shall be deemed to have resigned
his or her position as director, leaving his/her seat vacant. 8.9.3 An Officer may be removed for cause by a
unanimous vote of the remaining members of the Board of Directors after a
full discussion of the charges against the Officer by the Board. Such vote
shall be effective for this purpose even in the presence of recusal or
abstentions. ARTICLE 9 - OFFICERS 9.1 Eligibility Only regular members of the Society in
good standing who have demonstrated active participation in the Society, meet
the qualifications for the position as established by the Board of Directors,
and are in compliance with the bylaws shall be eligible to serve as officers
of the Society. Directors will be eligible to serve as officers only after
completion of their elected term. Officers shall be subject to the provisions
of Article 8.1 9.2 Officers The officers shall be the president,
president-elect, secretary and
treasurer. 9.3 Term of Office The officers shall each serve
a one-year term, but shall continue to serve until their successors are duly
elected and take office. The term of office shall begin on January 1 and shall conclude on December 31
of that year. 9.4 Nomination of President-Elect, Secretary
and Treasurer A call for nominations shall be mailed, or
distributed in a manner approved by the Board of Directors, annually to
all regular members. The nominating committee shall be responsible for
selecting a slate of candidates who have demonstrated active participation
and leadership in the Society. 9.5 Election of President-Elect, Secretary and
Treasurer Elections for president-elect, secretary
and treasurer shall be conducted by first-class mail or other voting
mechanism approved by the Board of Directors. Ballots for election of the
president-elect shall be mailed, or distributed in a manner approved by the
Board of Directors, to all regular members on or about June 30 of each
year. Completed ballots must be returned by mail or other mechanism approved
by the Board of Directors to the Society within 30 days. The votes shall be
tabulated by the Society and reported to the Board of Directors. In the event
of a tie, a run-off election shall be conducted. The final results shall be
binding and shall be communicated to the membership in writing within 45
days. 9.6 Powers and Duties 9.6.1 The president of the Society shall act as
chairman of the Board of Directors and shall preside at all meetings of the
Board of Directors. The president shall submit a written annual report to the
Board of Directors and general membership at the annual meeting. 9.6.2 The president-elect shall perform the duties
of the office of the president in the absence(s) of the president. 9.6.3 The secretary shall attend all meetings of
the Society and of the Board of Directors.
The secretary shall be responsible for maintaining the official
minutes of the Society and the Society’s membership records. All applications for membership shall be
submitted to the secretary for review and approval. 9.6.4 The treasurer shall attend all meetings of
the Society and of the Board of Directors.
The treasurer shall be responsible for maintaining the Society’s
financial records. 9.7 The voting privileges for the Officers are
defined under Article 8.2 - Composition. 9.8 Vacancies A position is declared vacant if the Board
of Directors, by majority vote, declares the position vacant. If the office of president becomes vacant,
the president-elect shall assume the office of president for the duration of
the unexpired term and shall continue to serve as president for the
subsequent term. If the office of president-elect becomes
vacant within 6 months of the beginning of the term, a special election shall
take place to fill the position. Otherwise, the position may not be filled
and a president and a president-elect shall be elected at the next regular
election of the Society in accordance with these bylaws unless a majority of
the Board of Directors approves a motion to call a special election. If the president-elect designate is unable
to assume office, a special election to fill the position shall take place. If both the president and the
president-elect shall become unable to perform the duties of their offices,
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 of office. At the next regular election of the Society, a
president and a president-elect shall be elected in accordance with these
bylaws. In the event that a president and
president-elect are elected at a regularly scheduled election of the Society,
the process for the election of the president will be the same as the process
for the election of the president-elect in accordance with these bylaws. 9.9 Forfeiture of Office Any officer shall automatically forfeit
his or her office if he or she loses eligibility for Society membership,
loses eligibility for office, or is terminated from membership pursuant to these
bylaws. ARTICLE 10 - CONFLICTS OF INTEREST |