ARTICLE I
NAME
Section 1.1 Name. The name of the Chapter shall be called Minnesota Chapter of HIMSS
And include, for purposes of uniformity, "Healthcare Information and Management Systems Society,"ť hereinafter in these bylaws it will be identified as the "Chapter", a Chapter of the Healthcare Information and Management Systems Society ("HIMSS") and the Healthcare Information and Management Systems Society will be referred to as "HIMSS"ť.
ARTICLE II
TERRITORIAL JURISDICTION
Section 2.1 Territory: The territory of the Chapter is the area defined in Appendix A (Insert Territory Description Served):
Entirety of the State of Minnesota
The Chapter may accord membership to persons outside of this area, should a request be received. The territorial description must be well defined, by county and delineation by zip codes within the geographic boundaries defined for all areas that the chapter is requesting to serve.
ARTICLE III
PURPOSE
Section 3.1 Purposes: This Chapter exists for the purposes of:
- Planning and scheduling meetings which would provide Chapter members and other interested persons an opportunity to share ideas and exchange experiences in the field of healthcare information and management systems;
- To assist members of this Chapter and others in developing their knowledge, increasing their effectiveness, and maintaining high-quality standards of performance through continuing education;
- Planning and conducting training and educational programs designed to promote an understanding of information and management systems work in healthcare;
- Develop and maintain appropriate relationships with other local and national associations and societies concerned with the improvement of information and management systems.
ARTICLE IV
MEMBERSHIP
Section 4.1. Eligibility. Membership in the Chapter shall be available to all individuals who are active and/or interested in the field of healthcare information and management systems, and agree to abide by the HIMSS Code of Ethics (Appendix B) and Chapter Bylaws.
Section 4.2. Establishment of Membership. Membership in this Chapter shall become effective when a formal application has been completed and when designated dues payment has been received by HIMSS.
Section 4.3. Types of Membership. Membership in this Chapter shall be consistent with the current HIMSS membership categories.
Section 4.4. Resignation. A member may resign at any time, by providing notice to this Chapter and/or HIMSS.
Section 4.5. Action of HIMSS Board. The HIMSS Board may suspend or expel any member for cause after giving such member the opportunity to have a hearing. Membership may be terminated by action of the HIMSS Board as a result of violation of the HIMSS Code of Ethics, nonconformity with Bylaws, or conduct unbecoming a member, as determined by the HIMSS Board. The HIMSS Board may reinstate any member suspended or expelled.
ARTICLE V
DUES
Section 5.1. Dues. The HIMSS Board shall determine the dues to be charged. No portion of the dues paid by any member shall be refundable because his or her membership is terminated for any reason.
Section 5.2. Nonpayment of Dues. Membership shall be terminated for nonpayment of dues at a time consistent with and in accordance with, the policies and procedures of HIMSS.
ARTICLE VI
MEETINGS
Section 6.1. Meetings of Members. The Chapter Board shall adopt the initial rules and regulations for conducting the meetings of the Chapter and may amend them from time to time by a majority vote of eligible members present and voting at a scheduled meeting. These regulations shall be 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 Chapter.
Section 6.2. Business Meetings. The Chapter shall conduct an annual business meeting and such other meetings of members as determined by the Chapter Board.
Section 6.3. Eligibility to Vote. Only Regular Members and Members Emeritus shall have the right to vote. Members may not vote by proxy. Chapters may utilize any method of voting permitted by law.
Section 6.4. Quorum. A Quorum shall consist of a majority of the Chapter Board and a minimum of five other active members.
Section 6.4 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.
Section 6.5 Dispersed Meetings. The Chapter Board may conduct business-requiring approval by mail
ARTICLE VII
CHAPTER BOARD
Section 7.1. Directives. So long as this Chapter remains a Chapter of the Healthcare Information and Management Systems Society (HIMSS), the Chapter Bylaws shall be in accordance with the requirements for affiliation. Said Chapter Bylaws shall be further enacted as necessary to satisfy any governmental regulations. As a Chapter of the Healthcare Information and Management Systems Society, no member, officer, or any person connected with the Chapter, shall receive, at any time, any pecuniary benefit from the operation of the Chapter. 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 7.2. Administration. The Administration of this Chapter shall be managed by elected and appointed members that will be called the Chapter Board. Officer positions (see 7.4 below) shall be elected from the general membership by the method of balloting. Appointed positions (see 7.4.6 below) shall be nominated and approved by the Chapter Board. The Chapter Board shall have authority and responsibilities for supervising the general operation of the Chapter Board in meeting its purpose as stated in Article III.
Section 7.3. Eligibility. Members, who are elected to the Chapter Board, must be dues paying members of National HIMSS.
Section 7.4 The Chapter Board. The Chapter Board shall be made up of at least five (5) of the following officers:
7.4.1 President. The President shall act as Chair of the Board and shall preside at all of the meetings. The duties of the position are to execute policy, to provide leadership and direction, and other executive functions as may be required. The President may attend any and all committee meetings as an ex-officio member of that committee. The President must be an active member of the Healthcare Information and Management Systems Society (HIMSS).
7.4.2 President-Elect. The President-Elect shall assist the President, act in the absence of the President and perform other duties assigned by the President or the Board. The President-Elect is responsible for reviewing and modifying, as necessary, the long-range plan for the Chapter and developing the operational plan for the following year. The President-Elect shall succeed to the office of President in the year following his or her term as President-Elect.
7.4.3 Past President. The Past President is responsible for participating in the Nominating Committee, developing recommendations to the Board on programs, policy, other Chapter administrative functions, and assisting the President as requested.
7.4.4 Secretary. The Secretary shall record minutes of all meetings and shall maintain any and all records pertaining to the Chapter's activities, and shall distribute copies of the minutes to all members two weeks prior to the next meeting. The Secretary is responsible for maintaining the Chapters P.O. box.
7.4.5 Treasurer. The Treasurer shall be the financial officer for the Chapter and shall be responsible for the management of all cash, bank accounts, and financial records. The Treasurer shall maintain a bank account in the name of the Chapter. The Treasurer shall be responsible for all necessary income reports to the State and the Internal Revenue Service. The Treasurer shall turn over all records, bank accounts, cash, etc. to the successor after a prompt and complete audit has been made.
7.4.6 Appointed Positions. There are five Director and three At-Large positions appointed to the board. The President will submit a list of appointed positions to the Chapter Board for approval.
7.4.6.1 Program Director (2). The Director shall plan and arrange appropriate programming and educational activities within the purpose and objectives of the Society.
7.4.6.2 Member Relations Chair. This Director is responsible for activities related to the enrollment of members into the Chapter, as well as retention and expansion of existing membership. These activities include, but are not limited to, maintaining communication with the Chapter members, publishing the Chapter newsletter, maintaining the Chapter’s website, processing new member applications, notifying current members annually of re-enrollment, and maintaining a roster of all active members.
7.4.6.3 Sponsorship Director. This Director is responsible for soliciting cash or in-kind donations from organizations and corporations supportive of the Chapter’s mission. The Sponsorship Director also introduces and recognizes sponsors at programs and meetings.
7.4.6.4 Professional Development Director. This Director is responsible for obtaining approval from the appropriate accrediting body for continuing education credits for all Chapter programs. The Professional Development Director will also maintain a library that is accessible to members of items to help members obtain their CPHIMS certification.
7.4.6.5 Outreach Chair. This Director is responsible for activities related to promoting the use of technology to expand the reach of the Chapter’s programs.
7.4.6.6 National Advocacy Liaison. This Director is responsible for promoting advocacy within the Chapter. Key activities include participation in National’s roundtable conference calls, disseminating pertinent information to the Chapter Board and members on national issues, and improving communication within the Chapter around advocacy issues.
7.4.6.7 Regional Directors. These Directors are responsible for coordinating Chapter activities in their respective areas. Regional Directors are allowed to attend board meetings via video or teleconference. The Board will determine the number of regional directors needed each year.
7.4.6.8 At Large Directors (3). These Directors are responsible for various duties as assigned.
Section 7.5. Term of Office. The tenure of elected Officers shall commence July 1st through an election process. The President, President-Elect and Past President shall have terms of one year. The Secretary, Treasurer and Board appointed positions shall be for two years.
Section 7.6. Chapter Board Meetings. Regular meetings of the Chapter Board shall be held at least two (2) times during a year at such time, place, and mode of meetings as the President may determine.
Section 7.7. Quorum. One-half of the voting members of the Chapter Board shall constitute a quorum for any vote. In matters of conflict of interest in which a Chapter Board Officer is the subject, the Chapter Board Officer shall not be allowed to vote.
Section 7.8. 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 Chapter Board Officers present in person at a meeting, teleconference call or by electronic submission 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.
ARTICLE VIII
ELECTIONS
Section 8.1 Elections for Officers of the Chapter Board. Chapter Board Officers shall be elected annually.
Section 8.2 Nominations. Chapter Board Officers shall be elected by secret ballot except when there is only one candidate for an office, in which case the Chapter Board President shall call for election of the candidate, by acclamation. When there are two or more candidates for an office, a majority vote of members shall constitute an election.
ARTICLE IX
CONFLICT OF INTEREST
Section 9.1 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. 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 therefrom, so that a conflict might arise between the Chapter interest and that of the individual. (Appendix C)
Section 9.2 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 as may be adopted by the Chapter Board for that purpose. (Appendix C)
ARTICLE X
COMMITTEES
Section 10.1 General. All committees, standing and/or ad hoc shall serve concurrently with the President who appointed them. Committee chairpersons will serve for two years from the time of their appointment.
ARTICLE XI
HEALTHCARE INFORMATION AND MANAGEMENT SYSTEMS SOCIETY (HIMSS) AFFILIATION
Section 11.1 Requirements for Continued Affiliation with HIMSS.
Section 11.1.1 Membership. HIMSS members will be assigned to a chapter in accordance with HIMSS Board defined procedures. HIMSS members will also be given the opportunity to choose his/her chapter. At the time of affiliation there shall be a minimum of twenty-five (25) HIMSS members in the chapter.
Section 11.1.2 Types of Membership. The types of membership in HIMSS shall be Regular, Student, Retired, Life and Emeritus.
Section 11.1.3 Chapter Officers. An Officer of the Chapter must be a member of National HIMSS.
Section 11.1.4 Membership Criteria. Membership in the Chapter must be open to all persons who meet the criteria for HIMSS membership.
Section 11.1.5 Use of HIMSS Name. Use of the HIMSS name and logo must comply with the current HIMSS policy and may not be used to promote, foster, or criticize any commercial product, vendor, or services, or to express views about issues.
Section 11.1.6 Standards Compliance. The Chapter shall comply with the existing Chapter Standards.
Section 11.1.7 Chapter Web Site Compliance. The Chapter shall comply with the HIMSS Chapter Web Site policies and procedures.
Section 11.1.8 Affiliate Agreement. A Chapter Officer must sign the Chapter Affiliate Agreement in order to operate as a separate legal entity and as a Chapter of HIMSS (Appendix D).
ARTICLE XII
ORGANIZATIONAL IDENTITY
Section 12.1 Organizational Identity. The Chapter is a distinct, separate entity from HIMSS. The Chapter is therefore responsible for maintaining the financial records, filing appropriate notices and forms with state and federal authorities, maintaining necessary insurance coverage,[RG1] and similar items, for the Chapter. HIMSS shall not be liable for the debts and obligations of the Chapter. The Chapter shall not be liable for the debt and obligation of HIMSS.
ARTICLE XIII
AMENDMENTS
Section 13.1 Amendments. The Bylaws may be altered or amended by satisfying all the following requirements.
13.1.1 Written Petition. A written petition shall be signed either by a least two (2) percent of the members or by a majority of the Chapter Board.
13.1.2 Member Affirmation. The petition shall receive an affirmative mail vote from two-thirds of all regular members voting.
ARTICLE XIV
REVIEW OF BYLAWS
Section 14.1 Review of Chapter Bylaws. Prior to enactment or modification, Chapter Bylaws will be reviewed by HIMSS in accordance with existing policies and procedures. HIMSS shall convene an ad hoc committee to review the current Chapter Bylaws within three years of the last revision. HIMSS shall maintain a record of all revisions to the Bylaws, including effective dates.
ARTICLE XV
DISSOLUTION
Article 15.1 Dissolution of the Chapter determined by HIMSS. According to Section 5 of the Affiliate Agreement. (Appendix D)
Article 15.2 Termination Notice to HIMSS. The HIMSS Chapter Relations Office must receive a written notice of Chapter dissolution at least 30 days prior to the meeting where such dissolution vote is taken.
Article 15.3 Dissolution by the Chapter. The Chapter may be dissolved at any general 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.
Article 15.4 Chapter Assets. In the event of the dissolution of the Chapter, all assets shall be distributed to HIMSS, in accordance with the United States Internal Revenue Service Code governing dissolution of Non-Profit, Tax exempt or For-Profit corporations.
ARTICLE XVI
NONDISCRIMINATION
Section 16.1 Nondiscrimination. The Chapter recognizes the rights of all persons to equal opportunity in employment, compensation, promotion, education, positions of leadership and power, and in receipt of services. The Chapter shall conduct its activities and shall offer its services to all persons equally, without discriminating against any employee, applicant for employment, director, officer, member, contractor or any other person with whom it deals, because of race, creed, color, national origin, handicap, sex, or age.
ARTICLE XVII
MISCELLANEOUS PROVISIONS
Section 17.1 Inspection of Corporate Records. The books of account and minute books shall be open to inspection upon written request by any Officer or member at any reasonable time and for any purpose reasonably related to his or her interest as an Officer or member. Such inspection may be made in person or by any agent or attorney designated by the Officer or member, and shall include the right to make extracts. Demands for inspection may be presented to the Chapter Board at any meeting or to any officer of the Chapter, whose obligation it will then be to facilitate review.
Section 17.2 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 17.4 Bylaws, Minutes, and Membership Records. The original or a certified copy of the Bylaws, together with all amendments thereto, and the minute books, including membership records, shall be kept with the principle Officer of the Chapter and shall be subject to inspection as provided in Section 17.1.
Section 17.5 Fiscal Year. The fiscal year of the Chapter shall commence on July 1st of each calendar year.
Section 17.6 Effect of Bylaws. These Bylaws and subsequent model HIMSS Chapter 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.
Bylaws submitted for approval by:
Chapter President: Shawna Schueller
Chapter Secretary: Scott Azbill
Date: July 30, 2004
HIMSS Staff: ______________________
Title: _____________________________
Date: _________________
________________________________________________________
Page: 3
[RG1]At last years workshop in Chicago, we were told that as an affiliate we did not have any responsibilites to maintain any insurance.
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