BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION AMERICAN HOSPITAL ASSOCIATION
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BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Comparison Document August 2006 1 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version ARTICLE 1. Name 5 ARTICLE 2. Vision 6 ARTICLE 3. Mission Statement 6 ARTICLE 4. Goals 7 Section 4.1 Membership 7 Section 4.2 Organizational Management 7 Section 4.3 Information and Knowledge Transfer 7 Section 4.4 Positioning 7 Section 4.5 Strategic Partnership 7 ARTICLE 5. Membership Relationship to the Association Board of Trustees 8 ARTICLE 6. Membership 8 Section 6.1. Category and Eligibility 8 Section 6.2. Limitations 10 Section 6.3. Establishment of Membership 11 Section 6.4. Transfer of Membership 11 Section 6.5. Termination of Membership 11 ARTICLE 7. Dues 13 ARTICLE 8. Meetings 13 Section 8.1. Annual Business Meeting 13 Section 8.2. Special Meetings 14 Section 8.3. Affiliated Chapter Presidents' Meeting)14 Section 8.4. Notice of Meetings 14 Section 8.5. Order of Meetings 14 Revised version ARTICLE 1. Name ARTICLE 2. Vision ARTICLE 3. Mission Statement ARTICLE 4. Goals Section 4.1 Membership Section 4.2 Organizational Management Section 4.3 Information and Knowledge Transfer Section 4.4 Positioning Section 4.5 Strategic Partnership ARTICLE 5. Membership Relationship to the AHA Board of Trustees ARTICLE 6. Membership Section 6.1. Category and Eligibility Section 6.2. Limitations Section 6.3. Establishment of Membership Section 6.4. Transfer of Membership Section 6.5. Termination of Membership ARTICLE 7. Dues ARTICLE 8. Meetings Section 8.1. Annual Business Meeting Section 8.2. Special Meetings Section 8.3. Affiliated Chapter Officers’ Meeting) Section 8.4. Notice of Meetings Section 8.5. Order of Meetings 2 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version Section 8.6. Voting Section 8.7. Quorum Revised version 6 6 Section 8.6. Voting Section 8.7. Quorum ARTICLE 9. Board of Directors 7 Section 9.1. Eligibility 7 Section 9.2. Composition 7 Section 9.3. Election 7 Section 9.4. Term of Office 8 Section 9.5. Powers 8 Section 9.6. Duties of Regional Directors 9 Section 9.7. Vacancies 9 Section 9.8. Meetings 9 Section 9.9. Forfeiture of and Removal from Office 9 ARTICLE 9. Board of Directors Section 9.1. Eligibility Section 9.2. Composition Section 9.3. Approval of Slate Section 9.4. Term of Office Section 9.5. Powers Section 9.6. Meetings Section 9.7. Forfeiture of and Removal from Office ARTICLE 10 Officers 9 Section 10.1. Officers 9 Section 10.2. Eligibility. 10 Section 10.3. Election 10 Section 10.4. Term of Office 10 Section 10.5. Duties 11 Section 10.6. Vacancies 11 Section 10.7. Forfeiture of and Removal from Office 12 ARTICLE 10. Officers Section 10.1. Officers Section 10.2. Eligibility. Section 10.3. Approval of Slate Section 10.4. Term of Office Section 10.5. Duties Section 10.6. Vacancies Section 10.7. Forfeiture of and Removal from Office ARTICLE 11. Executive Director Section 11.1. Appointment Section 11.2. Duties ARTICLE 11. Executive Director Section 11.1. Appointment Section 11.2. Duties 12 12 12 3 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version ARTICLE 12. Committees 13 Section 12.1. Standing Committees 13 Section 12.2. Nominating Committees 15 Section 12.3. Task Forces 16 ARTICLE 13. Conflict of Interest of Directors and Officers Section 13.1. General 16 Section 13.2. Disclosure of Conflict of Interest.17 Section 13.3. Resolution of Conflict of Interest 17 ARTICLE 14. Affiliated Chapters 17 Section 14.1. Purpose of Affiliation 17 Section 14.2. Affiliation Agreement 18 Section 14.3. Requirements for Affiliation 18 Section 14.4. Separate Entity 18 Section 14.5. Chapter President 18 ARTICLE 15. Amendments 19 Section 15.1. Amendment Proposals 19 Section 15.2. Voting on Amendments 19 Section 15.3. Final Approval of Amendments..19 Revised version 16 ARTICLE 12. Committees Section 12.1. Standing Committees Section 12.2. Nominating Committees Section 12.3. Task Forces ARTICLE 13. Regional Consultants Section 13.1. Duties of Regional Consultants ARTICLE 14. Conflict of Interest of Directors and Officers Section 14.1. General Section 14.2. Disclosure of Conflict of Interest Section 14.3. Resolution of Conflict of Interest ARTICLE 15. Affiliated Chapters Section 15.1. Purpose of Affiliation Section 15.2. Affiliation Agreement Section 15.3. Requirements for Affiliation Section 15.4. Separate Entity Section 15.5. Chapter President ARTICLE 16. Amendments Section 16.1. Amendment Proposals Section 16.2. Voting on Amendments ARTICLE 17. Transition Year for 2007 4 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version The American Society for Healthcare Human Resources Administration does not discriminate in membership, service or employment on the basis of race, creed, color, national origin, age, sex or disability. Should you have any questions or need assistance regarding this policy please contact the office of the American Society for Healthcare Human Resources Administration, One N. Franklin, Chicago, Illinois 60606. ARTICLE 1. NAME This Society shall be known as the American Society for Healthcare Human Resources Administration (Hereinafter the Society) of the American Hospital Association (Hereinafter the Association). ARTICLE 2. VISION Human Resources executives working in health care will be viewed as benchmarks for the field and will represent the best practices in Human Resource Management. Revised version The American Society for Healthcare Human Resources Administration does not discriminate in membership, service or employment on the basis of race, creed, color, religion, national origin, gender, age, sex, sexual orientation, military status, disability status or any other protected classification. Should you have any questions or need assistance regarding this policy please contact the office of the American Society for Healthcare Human Resources Administration, One N. Franklin, Chicago, Illinois 60606. ARTICLE 1. NAME This Society shall be known as the American Society for Healthcare Human Resources Administration (ASHHRA), an affiliated personal membership group of the American Hospital Association (AHA). ARTICLE 2. VISION By joining together, by raising our skills, and by speaking with one voice, we as ASHHRA members can enhance the well-being of our employees, our healthcare organizations, and the communities we serve. Our purpose: To establish the expertise of healthcare HR through our ability to learn and share knowledge, build relationships, and exemplify excellence. Our power: To influence and impact the future of the healthcare workforce and those they serve. Our promise: To keep in our minds and hearts the passion and commitment we have for our profession. 5 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version ARTICLE 3. MISSION STATEMENT The mission of ASHHRA is to advance excellence and increase competency in human resource management within healthcare organizations. ARTICLE 4. GOALS 4.1 Membership ASHHRA will meet the needs of a diverse member base, from all facets of healthcare and at various points within their healthcare careers. 4.2 Organization Management ASHHRA will be a well managed, member responsive, fiscally sound, appropriately governed organization. 4.3 Information and Knowledge Transfer ASHHRA will be both a recognized source and resource to its members, providing information and knowledge to support their success and professional development. 4.4 Positioning Members, key stakeholders and policy makers will view ASHHRA as the voice of healthcare HR and ASHHRA's input and participation will be actively sought out. 4.5 Strategic Partnerships ASHHRA will support its members in positioning themselves and HR as strategic business partners who actively work to attain and maintain the level of trust and respect. Revised version ARTICLE 3. MISSION STATEMENT ASHHRA leads the way for members to become more effective, valued, and credible leaders in healthcare human resources administration. As the foremost authority in healthcare HR, ASHHRA provides timely and critical support through ongoing learning and development, products and resources, and opportunities for networking and collaboration. ARTICLE 4. GOALS 4.1 Membership ASHHRA will meet the needs of a diverse member base, from all facets of healthcare and at various points within their healthcare careers. 4.2 Organization Management ASHHRA will be a well managed, member responsive, fiscally sound, and appropriately governed organization. 4.3 Information and Knowledge Transfer ASHHRA will be both a recognized source and resource to its members, providing information and knowledge to support their success and professional development. 4.4 Positioning Members, key stakeholders and policy makers will view ASHHRA as the voice of healthcare HR and ASHHRA's input and participation will be actively sought out. 4.5 Strategic Partnerships ASHHRA will support its members in positioning themselves and HR as strategic business partners who actively work to attain and maintain the level of trust and respect. 6 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version Revised version ARTICLE 5. MEMBERSHIP RELATIONSHIP TO THE ASSOCIATION BOARD OF TRUSTEES The Society may recommend through appropriate channels to the Board of Trustees of the 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 executive staff with responsibility for personal membership group affairs 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. Society statements shall be issued through the regular channels of the Association. ARTICLE 6. MEMBERSHIP SECTION 6.1. Category and Eligibility: ARTICLE 5. MEMBERSHIP RELATIONSHIP TO THE AHA BOARD OF TRUSTEES ASHHRA may recommend through appropriate channels to the Board of Trustees of the AHA policies within the area of its interest. It may also recommend programs and activities to be undertaken by the AHA. It may review and comment upon policies related to its area of interest that are proposed by other bodies within the AHA structure. Recommendations and comments may be forwarded to the executive staff with responsibility for personal membership group affairs of the AHA by vote of the Board of Directors of ASHHRA or by a two-thirds vote of the members present and voting at an authorized meeting. ASHHRA statements shall be issued through the regular channels of the AHA. ARTICLE 6. MEMBERSHIP SECTION 6.1. Category and Eligibility: 6.1.1. Practitioner Membership: Practitioner membership in the Society shall be granted to practicing healthcare human resources professionals in a healthcare organization or an organization whose primary focus is the delivery of patient care or the support of that activity and who are eligible for personal membership in the Association. 6.1.1. Practitioner Membership: Practitioner membership in ASHHRA shall be granted to practicing healthcare human resources professionals in a healthcare organization or an organization whose primary focus is the delivery of patient care or the support of that activity. 7 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version 6.1.2. Past president Membership: Past president membership shall be granted to individuals who have served as president of the Society. Past president members shall receive waiver of annual membership dues and annual conference registration fees. 6.1.3. Emeritus Membership: Emeritus membership shall be granted to former practitioner members who are no longer active in the profession due to retirement or disability. The emeritus member shall have had at least ten years of membership in the Society in good standing and have performed with distinction in the human resources profession, their affiliated chapter(s) or within the Society. This distinction is limited to those who have been an officer, Board member or committee/task force member and/or made some outstanding contribution to the Society. All nominations must be submitted through the Board representative of the region in which the recommended member was last eligible for practitioner membership. The appropriate Board representative will present the recommendation with endorsement to the Board at its next regular meeting. Board approval is required for this type of membership. Emeritus members shall receive waiver of annual membership dues. Revised version 6.1.2. Past president Membership: Past president membership shall be granted to individuals who have served as president of ASHHRA. Past president members shall receive waiver of annual membership dues and annual conference registration fees. 6.1.3. Emeritus Membership: Emeritus membership shall be granted to former practitioner members who are no longer active in the profession due to retirement or disability. The emeritus member shall have had at least ten years of membership in ASHHRA in good standing and have performed with distinction in the human resources profession, their affiliated chapter(s) or within ASHHRA. This distinction is limited to those who have been an officer, board member or committee/task force member and/or made some outstanding contribution to ASHHRA. All nominations must be submitted through a board member. The appropriate board member will present the recommendation with endorsement to the board at its next regular meeting. Board approval is required for this type of membership. Emeritus members shall receive waiver of annual membership dues. 8 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version 6.1.4. Consultant Membership: Consultant membership in the Society shall be granted to individuals whose employer provides products and services to the human resource practitioner. 6.1.5. Student Membership: Student membership in the Society shall be granted to full-time students pursuing a course of study in human resource/personnel administration/management or hospital administration in an accredited college or university. 6.1.6. Life Membership Life membership is granted to Society members upon their 30th year of membership. 6.1.7 Retired Membership Retired membership in the society shall be granted to individuals retired from the active practice of human resource management in a healthcare organization or an organization whose primary focus is the delivery of patient care or the support of that activity. SECTION 6.2. Limitations: The following memberships shall be limited as indicated: Consultant and student members shall not be entitled to vote and shall not be eligible for elective office or for appointment to the Board. Consultant members may serve on committees/task forces. They are not eligible to be appointed chairperson. Student members may not serve on committees/task forces. Revised version 6.1.4. Consultant Membership: Consultant membership in ASHHRA shall be granted to individuals whose employer provides products and services to the human resources practitioner. 6.1.5. Student Membership: Student membership in ASHHRA shall be granted to full-time students pursuing a course of study in human resources/personnel administration/management or hospital administration in an accredited college or university. 6.1.6. Life Membership Life membership is granted to ASHHRA members upon their 30th year of membership. 6.1.7 Retired Membership Retired membership in ASHHRA shall be granted to individuals retired from the active practice of human resources management in a healthcare organization or an organization whose primary focus is the delivery of patient care or the support of that activity. SECTION 6.2. Limitations: The following memberships shall be limited as indicated: Consultant and student members shall not be entitled to vote and shall not be eligible for elective office or for appointment to the board. Consultant members and student members may serve on committees/task forces. They are not eligible to be appointed chairperson. 9 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version SECTION 6.3. Establishment of Membership: Membership in the Society shall become effective after approval by the executive director of a qualified individual, as defined by classifications in Section 5.1, who has completed a formal application and paid initial appropriate membership dues. SECTION 6.4. Transfer of Membership: Society membership is personal and not transferable to another person. Members who change their membership category are required to give the executive director written notice within 60 days of such change. Membership will be changed to the appropriate category. SECTION 6.5. Termination of Membership: 6.5.1. Resignation: A member may at any time file a resignation from the Society by written correspondence to the executive director. 6.5.2. Suspension or expulsion: The Board of Directors of the Society may suspend or expel any member for just cause after giving such member the opportunity for a hearing before the Board of Directors. Such hearing shall be conducted in a manner similar to the hearing procedure established by the Association Regulations. Any member suspended or expelled may be reinstated by affirmative vote of a majority of the members of the Board of Directors present and voting. Revised version SECTION 6.3. Establishment of Membership: Membership in ASHHRA shall become effective after approval by the executive director of a qualified individual, as defined by classifications in Section 6.1, who has completed a formal application and paid initial appropriate membership dues. SECTION 6.4. Transfer of Membership: ASHHRA membership is personal and not transferable to another person. Members who change their membership category are required to give the executive director written notice within 60 days of such change. Membership will be changed to the appropriate category. SECTION 6.5. Termination of Membership: 6.5.1. Resignation: A member may at any time file a resignation from ASHHRA by written correspondence to the executive director. 6.5.2. Suspension or expulsion: The Board of Directors of ASHHRA may suspend or expel any member for just cause after giving such member the opportunity for a hearing before the ASHHRA Board of Directors. Such hearing shall be conducted in a manner similar to the hearing procedure established by the AHA regulations. Any member suspended or expelled may be reinstated by affirmative vote of a majority of the members of the ASHHRA Board of Directors present and voting. 10 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version For purpose of this subparagraph, the term "for just cause" shall include, but not be limited to, any of the following: Any violation of these bylaws; Any conduct on the part of said member that is prejudicial to the interests and welfare of the Society and its members. 6.5.3. Loss of eligibility: If a member is unemployed, yet seeking a human resource management position in a healthcare organization or an organization whose primary focus is the delivery of patient care or the support of that activity, the executive director will extend the member’s eligibility for one year from the member’s next renewal date. Membership of any person whose employer or the institution with which the member is affiliated terminates membership in the Association remains an active member of the Society. There may be an increase in dues assessed. 6.5.4. Non-payment of dues: Members who fail to pay dues within 60 days after due and payable shall have their membership automatically terminated. Revised version For purpose of this subparagraph, the term "for just cause" shall include, but not be limited to, any of the following: Any violation of these bylaws; Any conduct on the part of said member that is prejudicial to the interests and welfare of ASHHRA and its members. 6.5.3. Loss of eligibility: If a member is unemployed, yet seeking a human resources management position in a healthcare organization or an organization whose primary focus is the delivery of patient care or the support of that activity, the executive director will extend the member’s eligibility for one year from the member’s next renewal date. 6.5.4. Non-payment of dues: Members who fail to pay dues within 60 days after due and payable shall have their membership automatically terminated. 11 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version ARTICLE 7 DUES Section 7.1. Establishing Dues: Minimum annual dues of the Society shall be as established by the Board of Trustees of the Association. Any dues above the minimum shall be established by the Board of Directors of the Society with the approval of the Board of Trustees of the Association. Section 7.2. Dues Ownership: All dues paid to the Society shall become the property of the Association, which shall allocate operating funds to the Society upon presentation and approval of an annual budget incorporated into the total Association budget. No portion of the dues paid by a Member shall be refundable due to membership being terminated for any reason. Section 7.3. Dues Applicability: All members, except those in the emeritus or past presidents categories shall pay the fixed annual dues established by the Society for their membership category. ARTICLE 8. MEETINGS Section 8.1. Annual Business Meeting: The Society shall meet at least once each year for the transaction of its affairs. A report of the annual meeting, written by the executive director, shall be distributed to all Society members by the executive director. Revised version ARTICLE 7. DUES Section 7.1. Establishing Dues: Minimum annual dues of ASHHRA shall be established by the Board of Trustees of the AHA. Any dues above the minimum shall be established by the Board of Directors of ASHHRA with the approval of the Board of Trustees of the AHA . Section 7.2. Dues Ownership: All dues paid to ASHHRA shall become the property of AHA, which shall allocate operating funds to ASHHRA upon presentation and approval of an annual budget incorporated into the total AHA budget. No portion of the dues paid by a member shall be refundable due to membership being terminated for any reason. Section 7.3. Dues Applicability: All members, except those in the emeritus or past presidents categories shall pay the fixed annual dues established by ASHHRA for their membership category. ARTICLE 8. MEETINGS Section 8.1. Annual Business Meeting: ASHHRA shall meet at least once each year for the transaction of its affairs. A report of the annual meeting, written by the executive director, shall be distributed to all ASHHRA members by the executive director. 12 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version Section 8.2. Special Meetings: Special meetings may be called by a two-thirds majority of the Board of Directors or unanimous approval of the Executive Committee 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 8.3. Affiliated Chapter Presidents Meeting: A chapter presidents' meeting shall be held annually and may be in conjunction with the annual meeting. Section 8.4. Notice of Meetings: The executive director shall notify the membership by mail of annual or special meetings no less than 90 days prior to the date of the meeting. Section 8.5. Order of Meetings: The Society shall adopt regulations for conducting meetings of the Society 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 of the Society. The Immediate Past President will act as parliamentarian for all meetings of the Society, its Board and Executive Committee. Revised version Section 8.2. Special Meetings: Special meetings may be called by a two-thirds majority of the Board of Directors or unanimous approval of the Executive Committee of ASHHRA. 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 8.3. Affiliated Chapter Officers’ Meeting: A chapter officers’ meeting shall be held annually and may be in conjunction with the annual meeting. Section 8.4. Notice of Meetings: The executive director shall notify the membership by mail or e-mail of annual or special meetings no less than 30 days prior to the date of the meeting. Section 8.5. Order of Meetings: ASHHRA 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 AHA or of ASHHRA. The immediate past president will act as parliamentarian for all meetings of ASHHRA, its board and executive committee. 13 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version Section 8.6. Voting: 8.6.1. Eligibility to vote: Each practitioner, emeritus and past president member of the Society who is present at the meeting and in good standing shall be entitled to one vote. Proxy voting shall not be permitted. 8.6.2. Mail vote: Mail voting shall require the use of first-class mail. Returned ballots shall be counted if postmarked on or prior to the mailing date specified on the ballot. 8.6.3. Majority: Except as otherwise specified herein, all matters shall be settled by a simple majority vote, a majority of mail votes returned or a majority of members voting in assembly, as the case may be. Section 8.7. Quorum: A quorum at the annual meeting shall consist of no less than ten percent of the eligible voting members of the Society, based on the number of Society Members as of December 31 of the preceding calendar. A quorum in mail votes is the number of mail votes received by the executive director or designee within the designated mail voting period. Revised version Section 8.6. Voting: 8.6.1. Eligibility to vote: Each practitioner, emeritus and past president member of ASHHRA who is present at the meeting and in good standing shall be entitled to one vote. Proxy voting shall not be permitted. 8.6.2. Vote: Voting shall require the use of first-class mail or e-mail. If a vote is conducted by U.S. mail, returned ballots shall be counted if postmarked on or prior to the mailing date specified on the ballot. 8.6.3. Majority: Except as otherwise specified herein, all matters shall be settled by a simple majority vote, a majority of votes returned or a majority of members voting in assembly, as the case may be. Section 8.7. Quorum: A quorum at the annual meeting shall consist of no less than ten percent of the eligible voting members of ASHHRA, based on the number of ASHHRA members as of the preceding calendar year. A quorum in votes is the number of votes received by the executive director or designee within the designated voting period. 14 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version ARTICLE 9. BOARD OF DIRECTORS Section 9.1. Eligibility: Only practitioner and past president members of the Society who are currently practitioners (Article 6, Section 6.1.) in compliance with all provisions of the bylaws shall be eligible to serve on the Board of Directors of the Society. Candidates must have been an eligible member of the Society for a minimum of three years and have either served as a Society committee or task force Member for at least one year, or have served as President of a Chapter. Eligibility to serve as a Director terminates if that member moves out of the region represented, retires, or in some manner becomes ineligible for personal membership in the Association or practitioner membership in the Society. (Article 6, Section 6.5.) Section 9.2. Composition: The Board of Directors shall include the president of the Society, the president-elect, one elected board representative from each of the nine AHA regions and the immediate past president as voting members. Committee chairpersons participate in board meetings as non-voting members. Task Force chairpersons may participate in Board meetings, as non-voting members, when invited by the president. The executive director is an ex-officio member on the Board and acts as the Board's secretary. The president may, with Executive Committee approval, appoint special liaison(s) to the Board as non-voting member(s). Revised version ARTICLE 9. BOARD OF DIRECTORS Section 9.1. Eligibility: Only practitioner members of ASHHRA who are currently practitioners (Article 6, Section 6.1.) in compliance with all provisions of the bylaws and who meet the criteria outlined for the position shall be eligible to serve on the Board of Directors of ASHHRA. Eligibility to serve as a board member terminates if that member retires, or in some manner becomes ineligible for practitioner membership in ASHHRA based on the criteria of the individual board position description. (Article 6, Section 6.5.) Past president members are eligible to serve on the ASHHRA Think Tank as described in Section 12.1.6. Section 9.2. Composition: The ASHHRA Board of Directors shall include the president, the vice president, a treasurer, two directors representing healthcare sectors other than a hospital, a healthcare facility CEO, three at-large directors, one regional director, one chapter officer, one (new to the profession) practitioner with more than three and less than five years experience in healthcare human resources, and the immediate past president as voting members. Committee chairpersons and task force chairpersons may participate in board meetings, as non-voting members, when invited by the president. The executive director is an ex-officio member on the board and acts as the board's secretary. The president may, with executive committee approval, appoint special liaison(s) to the board as non-voting member(s). 15 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version Section 9.3. Election: 9.3.1. The election of directors shall be conducted annually by mail. Even numbered regions hold elections in even numbered years and odd numbered regions in odd numbered years. Refer to Article 12, Section 12.2. for nomination procedures. A ballot listing eligible regional candidates proposed by the regional nominating committees shall be mailed to each voting member of the region no later than July 31, with the balloting closed August 31. Only ballots properly marked will be tabulated. Write-in votes are permissible. The votes shall be tabulated in a confidential manner independent of the executive director, the officers, and members of the Society. In the event of a tie vote, a runoff election will be held between the tied candidates. The election results shall be reported first to the president by the executive director as soon as the votes are tabulated. The president shall then notify the candidates and the Board of Directors. The results shall be published in the next Society newsletter following the election. Revised version Section 9.3. Approval of Slate: 9.3.1. Slating Process The Nominating Committee shall present a slate of officers (vice president and treasurer) and Board of Directors to the full membership for ratification. Refer to Article 12, Section 12.2 for nomination procedures. The selection of directors shall be conducted annually by mail or e-mail. The slate will be sent to each voting member no later than November 1, voting ending 30 days after. Only ballots that are properly marked will be tabulated. The votes will be tabulated confidentially, independent of the executive director, the officers, and members of ASHHRA. Challenges to the slate presented to membership will be conducted through a write-in procedure. Write-in votes will be tabulated based on the established procedure. In the event of a tie vote, a runoff election will be held between the tied candidates, and a plurality will determine the results of the runoff election. 16 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version 9.3.2. Results: In an election with more than two candidates, a plurality is sufficient to determine the results. 9.3.3. Endorsements: Members of the Board may not endorse any candidate for elected office. Section 9.4. Term of Office: Directors shall serve for a term of two years commencing January 1 following the election. Directors shall be eligible for re-election for a second consecutive term. Directors who have served two consecutive full terms shall be ineligible for re-election as a director until two years have elapsed from the date office was vacated. Time served as a replacement due to a special election or appointment shall not count as a term. Revised version 9.3.2. Results: The slate will be approved with a majority of votes as described in Section 8.6.3. The results of slating shall be reported first to the president by the executive director as soon as the votes are tabulated. The president shall then notify the slate of candidates and the Board of Directors. The results shall be published in ASHHRA publications and on the ASHHRA Web site. Section 9.4. Term of Office: The ASHHRA Board of Directors shall serve for a term of one or two years (based on the term of office described in the individual board position description) commencing January 1 following the ratification of the slate. All members of the Board of Directors (excluding officers) shall be eligible for re-slating for a second consecutive term. These members of the Board of Directors who have served two consecutive full terms shall be ineligible for re-slating as a director until two years have elapsed from the date office was vacated. However, this does not prevent a member of the Board of Directors who has served two consecutive terms from being slated as an officer. No member of the Board of Directors, including officers, may serve more than seven years cumulatively on the ASHHRA Board of Directors. Time served as a replacement due to a special election or appointment shall not count as a term. 17 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version Section 9.5. Powers: The Board of Directors has the responsibility to formulate objectives of the Society and implement plans to accomplish them. The Board is empowered to establish standing committees and task forces to implement the Society's business plans; to review the recommendation(s) of these committees and task forces; and to approve the date(s), location, format and program of the Society's annual meeting and conference and other educational programs. The Board of Directors may establish liaison relationships and committee/task force membership with other organizations, agencies or associations related to the Society's purpose. It shall advise the Association on the development of materials or the revisions of materials relating to the Society's purpose. The Society will maintain annual expenditures less than or equal to the amount of annual income. The Board of Directors shall also plan programs from funds available to the Society. The actions of the Board of Directors shall at all times be in conformity with the bylaws of the Association. Revised version Section 9.5. Powers: The ASHHRA Board of Directors has the responsibility to formulate the strategic directions of ASHHRA and implement plans to accomplish them. The board is empowered to establish standing committees and task forces to implement ASHHRA’s business plans; to review the recommendation(s) of these committees and task forces; and to approve the date(s), location, format and program of ASHHRA’s annual meeting and conference and other educational programs. The ASHHRA Board of Directors may establish liaison relationships and committee/task force membership with other organizations, agencies or associations related to ASHHRA’s purpose. It shall advise the AHA on the development of materials or the revisions of materials relating to ASHHRA’s purpose. ASHHRA will maintain annual expenditures less than or equal to the amount of annual income. The ASHHRA Board of Directors shall also plan programs from funds available to ASHHRA. The actions of the ASHHRA Board of Directors shall at all times be in conformity with the bylaws of the AHA. 18 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version The executive director, in conjunction with the Executive Committee and with approval from the Board of Directors, will be responsible for preparation of the Society budget, recommendation of the budget to the Association's Board of Trustees and review of the budget at each meeting of the Board of Directors. Annual budgets are subject to final approval from the AHA Board of Trustees. The Board of Directors shall annually review and update the Society's strategic long range plan in order to project the Society's goals and programs at least three years in advance. It is responsible for identifying issues to incorporate into the Business Plan one year in advance. The business plan directs budget priorities and expenditures. Revised version The executive director, in conjunction with the executive committee and with approval from the ASHHRA Board of Directors, will be responsible for preparation of the ASHHRA budget, recommendation of the budget to the AHA’s Board of Trustees and review of the budget at each meeting of the Board of Directors. Annual budgets are subject to final approval from the AHA Board of Trustees. The ASHHRA Board of Directors shall annually review and update ASHHRA’s strategic long range plan in order to project ASHHRA’s goals and programs at least three years in advance. It is also responsible for reviewing and approving the operational budget in keeping with ASHHRA’s strategic plan, as well as developing an annual business plan that sets forth priorities and expenditures for each calendar year. 19 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version Section 9.6. Duties of Regional Directors: The regional directors shall be the liaison representatives of the Society for the affiliated chapters and the membership within their regions. They shall attend all meetings of the Board of Directors of the Society unless extenuating circumstances prevent their attendance. A regional director may serve at the appointment of the president as an ex-officio Member of a standing committee or task force and act as liaison to the Board. Regional directors shall establish lines of communication with chapter presidents. They shall develop and promote membership in the Society and encourage health care human resource groups within their regions to affiliate with the Society. Their efforts shall be designed to promote excellence in human resources management. Revised version NONE 20 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version Section 9.7. Vacancies: 9.7.1. When a vacancy occurs among the regional directors, the chapter presidents in the affected Region, or a designee, will serve as the Nominating Committee chaired by the immediate past president of the society and recommend not less than two and no more than three candidates for a vote of the full membership in the Region. The recommended time frame is for the chapter presidents to have thirty (30) days to review the slate of candidates with the membership and then have the Regional membership vote for the appointment. Priority will be given to a time frame that allows the new regional board representative to attend the next Board meeting. In the event the Nominating Committee is unable/unwilling to produce two candidates the ballots shall allow write-in votes. Section 9.8. Meetings: The Board of Directors shall meet not less than twice a year. Additional meetings may be called by the president in consultation with the Executive Committee. Section 9.9. Forfeiture of and Removal from Office: Directors shall forfeit their office if they lose eligibility for membership or are expelled from membership pursuant to Article 6, Section 5.3. Directors are also subject to removal from office pursuant to Article 13 or by a vote of two-thirds of the Board of Directors for failure or inability to fulfill the duties of office. Revised version NONE Section 9.6. Meetings: The ASHHRA Board of Directors shall meet not less than twice a year. Additional meetings may be called by the president in consultation with the executive committee. Section 9.7 Forfeiture of and Removal from Office: Directors shall forfeit their office if they lose eligibility for membership or are expelled from membership pursuant to Article 6, Section 6.5.2. Directors are also subject to removal from office pursuant to Article 14 or by a vote of two-thirds of the ASHHRA Board of Directors for failure or inability to fulfill the duties of office. 21 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version ARTICLE 10. OFFICERS Section 10.1. Officers: The Officers shall be a president, a president-elect and an immediate past president. Section 10.2. Eligibility: Only practitioners and past president members of the Society who are currently practitioners in compliance with Article 6.1. of the bylaws who have been members of the Society for at least five years and who have served at least one year as a Board member or Society committee chairperson shall be eligible to be officers in the Society. Should an officer become ineligible for practitioner membership, the member may, subject to Board approval, retain the office during the 90 days following loss of eligibility to allow for an orderly transition. Section 10.3. Election: 10.3.1. The election of the president-elect shall be conducted annually by mail. Refer to Article 12, Section 12.2.2. and to the nomination procedures. A ballot listing eligible candidates proposed by the National Nominating Committee shall be mailed to each voting member of the Society no later than July 31 with the balloting closed August 31. Revised version ARTICLE 10. OFFICERS Section 10.1. Officers: The Officers shall be a president, a vice president, a treasurer, and an immediate past president. Section 10.2. Eligibility: Only practitioner members of ASHHRA who are currently practitioners in compliance with Article 6.1. of the bylaws who have been members of ASHHRA for at least five years and who have served as a board member or committee chair for a minimum of three years shall be eligible to be officers in ASHHRA. Should an officer become ineligible for practitioner membership, the member may, subject to board approval, retain the office during the 90 days following loss of eligibility to allow for an orderly transition. Section 10.3. Approval of Slate: 10.3.1. The selection of the vice president shall be conducted annually by mail or e-mail. The nominating committee shall slate a vice president to the full membership for ratification. Refer to Article 12, Section 12.2 for nomination procedures. The slate will be sent to each voting member no later than November 1, voting ending 30 days after. Only ballots that are properly marked will be tabulated. The votes will be tabulated confidentially, independent of the executive director, the officers, and members of ASHHRA. 22 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version Only ballots properly marked will be tabulated. Write-in votes are permissible. The votes shall be tabulated in a confidential manner independent of the executive director, the officers and members of the Society. The election results shall be reported to the president by the executive director as soon as the votes have been tabulated. The president shall then notify the candidates and the Board of Directors. The results shall be published in the next Society newsletter following the election. 10.3.2. Determination of Winner: In an election with more than two candidates a plurality is sufficient to determine the results. Revised version The selection of the treasurer shall be conducted annually by mail or email. The Nominating Committee shall slate a treasurer to the full membership for ratification. Refer to Article 12, Section 12.2 for nomination procedures. The slate will be sent to each voting member no later than November 1, voting ending 30 days after. Only ballots that are properly marked will be tabulated. The votes will be tabulated confidentially, independent of the executive director, the officers, and members of ASHHRA. Challenges to the slate presented to membership will be conducted through a write-in procedure. Write-in votes will be tabulated based on the established procedure. In the event of a tie vote, a runoff election will be held between the tied candidates, and a plurality will determine the results of the runoff election. 10.3.2 Results The slate will be approved with a majority of votes as described in Section 8.6.3. The results of slating shall be reported first to the president by the executive director as soon as the votes are tabulated. The president shall then notify the slate of candidates and the Board of Directors. The results shall be published in ASHHRA publications and on the ASHHRA Web site. 23 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version 10.3.3. Run-off Elections: In the event of a tie a run-off election will be held between the tied candidates. 10.3.4. Endorsement: Members of the Board may not endorse any candidate for elected office. Revised version NONE 24 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version Section 10.4. Term of Office: The term of office shall be one calendar year. The presidentelect shall be elected for a term of one year and shall take office on January 1st following the election. At the end of that calendar year the president-elect will transfer to president for the following calendar year. The subsequent calendar year, the president shall become the immediate past president. The total term is for three calendar years in three different positions. Section 10.5. Duties: 10.5.1. President: The president of the Society shall act as chairperson of the Board of Directors and shall preside at all meetings of the Society, the Board and the Executive Committee. The president shall appoint such committees and task forces, with Board of Directors input for members and with consultation of the Executive Committee as per the business plan, as necessary to conduct the activities of the Society, and as allowed in the Society bylaws. The president shall attend meetings as appropriate for the Society and shall submit an annual report, in writing, to the Society membership. Revised version Section 10.4. Term of Office: The following are the terms of office for each position: President – One year Vice President – One year Immediate Past President – One year Treasurer – Two years The vice president shall be selected for a term of one year and shall take office on January 1 following the slating. At the end of that calendar year the vice president will transfer to president for the following calendar year. The subsequent calendar year, the president shall become the immediate past president. The total term is for three calendar years in three different positions. Section 10.5. Duties: 10.5.1. President: The president serves as the champion of ASHHRA’s mission, vision and guiding values. Through the president’s leadership and strategic vision, the board and ASHHRA will deliver value to members who serve in the healthcare community. The president develops relationships with internal and external audiences across all levels to develop future human resources and ASHHRA leaders. As a visionary leader committed to advancing the profession, the president is the primary communicator to the members and the healthcare human resources community. 25 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version 10.5.2. President-elect: The president-elect shall perform the duties of the office of the president whenever the president is unable to do so. The president-elect also shall attend meetings as appropriate for the Society. In conjunction with the Board, the presidents-elect are responsible for the development of the annual business plan for their term as president. 10.5.3. Immediate Past President: The immediate past president will be the person eligible for practitioner member status to most recently vacate the office of president. The immediate past president shall attend meetings as appropriate for the Society and shall serve as chairman of the National and Regional Nominating Committees and the Bylaws/Conflict of Interest Committee. The immediate past president will be responsible, annually, for reviewing the Society bylaws, formulating changes as needed, and making appropriate recommendations to the Board of Directors. The president may appoint Society members to assist the immediate past president, if needed. The immediate past president will be responsible for reviewing the conflict of interest disclosure forms (Article 13). The president may appoint Society member to assist the immediate past president, if needed. Revised version 10.5.2. Vice President: The vice president supports the president, providing visionary leadership for the board and ASHHRA, and represents the board and ASHHRA in the president’s absence. As preparation for his/her role as the next president, the vice president will model leadership behavior to support and motivate other board members, committee and task force chairs, members, and ASHHRA staff. During his/her term, the vice president learns about the president’s responsibilities and prepares for the transition to become president. 10.5.3. Immediate Past President: The immediate past president uses expertise in human resources leadership combined with past ASHHRA experience to serve as an actively engaged board member who provides context and experience for the Board of Directors. The immediate past president serves as the liaison to other past presidents of ASHHRA. The immediate past president shall attend meetings as appropriate for ASHHRA and shall serve as chair of the national and regional nominating committees, and the bylaws/conflict of interest committee. The immediate past president will be responsible for reviewing the conflict of interest disclosure forms (Article 13). The president may appoint an ASHHRA member to assist the immediate past president, if needed. 26 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version Revised version The immediate past president shall act as parliamentarian at all Board and Executive Committee meetings. The immediate past president shall act as parliamentarian at all board and executive committee meetings. NONE 10.5.4 Treasurer As ASHHRA’s financial advisor, the treasurer serves as a steward of ASHHRA resources by monitoring expenditures based on the ASHHRA strategic and operational plans. The treasurer engages other board members in discussions about ASHHRA financial resources to make values-based decisions on behalf of ASHHRA members in line with established budgetary guidelines. The treasurer meets with the executive director and AHA representatives, including the chief financial officer and members of his staff, to understand and monitor the current and future financial position of ASHHRA. 27 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version Section 10.6. Vacancies: 10.6.1. Vacancy of President: In the event that the president becomes unable or ineligible to fulfill the term of office the president elect shall act as president until assuming the presidency. 10.6.2. Vacancy of President-Elect: In the event that the president elect becomes unable or ineligible to fulfill the term of office a member of the Board of Directors shall be appointed by the Board of Directors to carry out the duties of the president-elect for the remainder of the term. At the next regular election of the Society a president and president-elect shall be elected in accordance with these bylaws. The new president shall take office upon receipt of results of election. 10.6.3. Vacancy of President and President-Elect: If both the president and the president-elect shall become unable or ineligible to fulfill their terms of office the Board of Directors shall appoint, from the members of the Board of Directors, a president and a president-elect pro tempore to serve for the remainder of the term. At the next regular election of the Society a president and a president-elect shall be elected in accordance with these bylaws. Revised version Section 10.6. Vacancies: 10.6.1. Vacancy of president: In the event that the president becomes unable or ineligible to fulfill the term of office the vice president shall act as president until assuming the presidency. 10.6.2. Vacancy of vice president: In the event that the vice president becomes unable or ineligible to fulfill the term of office a member of the ASHHRA Board of Directors shall be appointed by the board to carry out the duties of the vice president for the remainder of the term. At the next regular slating, a president and vice president shall be selected in accordance with these bylaws. The new president shall take office upon receipt of results of the slating process. 10.6.3. Vacancy of president and vice president: If both the president and the vice president shall become unable or ineligible to fulfill their terms of office the ASHHRA Board of Directors shall appoint, from the members of the ASHHRA Board of Directors, a president and a president-elect pro tempore to serve for the remainder of the term. At the next regular slating, a president and a vice president shall be selected in accordance with these bylaws. 28 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version NONE Section 10.6.4. Vacancy of Immediate Past President: In the event that the immediate past president becomes unable or ineligible to fulfill the term of office the person eligible for practitioner member to most recently vacate the office of president will assume these duties until another president becomes eligible for immediate past president status. Section 10.7. Forfeiture of and Removal from Office: Officers shall forfeit their office if they lose eligibility for practitioner membership or are expelled from membership pursuant to Article 6, Section 6.5. Officers are also subject to removal from office pursuant to Article 13 or by a vote of two-thirds of the Board of Directors for failure or inability to fulfill the duties of office. Revised version 10.6.4. Vacancy of Treasurer In the event that the treasurer becomes unable to fulfill the term of office, a member of the ASHHRA Board of Directors shall be appointed by the board to carry out the duties of the treasurer for the remainder of the term. Section 10.6.5. Vacancy of Immediate Past President: In the event that the immediate past president becomes unable or ineligible to fulfill the term of office the person eligible for practitioner membership to most recently vacate the office of president will assume these duties until another president becomes eligible for immediate past president status. Section 10.7. Forfeiture of and Removal from Office: Officers shall forfeit their office if they lose eligibility for practitioner membership or are expelled from membership pursuant to Article 6, Section 6.5. Officers are also subject to removal from office pursuant to Article 14 or by a vote of two-thirds of the ASHHRA Board of Directors for failure or inability to fulfill the duties of office. 29 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version ARTICLE 11. EXECUTIVE DIRECTOR Section 11.1. Appointment: The executive director is appointed by the president of the Association upon recommendation from the Society Executive Committee and is an employee of the Association. Section 11.2. Duties: 11.2.1. Secretariat: The executive director shall serve as secretary for the Society and Board of Directors. The executive director shall attend all meetings of the Society, the Board of Directors and the Executive Committee and maintain the official minutes and records of the Society and be responsible for distribution of required reports to the Executive Committee, the Board and Society members. The director shall maintain liaison between the Society and the Association and shall coordinate activities, including the utilization of the Association's support services. 11.2.2. Maintenance of records: The executive director shall maintain the appropriate and required records of the Society and prepare and report the Society budget, providing an analysis of same at all meetings of the Board of Directors. 11.2.3. Other Duties: The executive director shall perform all other duties as may be necessary to coordinate and advance the Society's objectives. Revised version ARTICLE 11. EXECUTIVE DIRECTOR Section 11.1. Appointment: The executive director is appointed by the president of the AHA upon recommendation from the ASHHRA Executive Committee and is an employee of the AHA. Section 11.2. Duties: 11.2.1. Secretariat: The executive director shall serve as secretary for ASHHRA and the ASHHRA Board of Directors. The executive director shall attend all meetings of ASHHRA, the ASHHRA Board of Directors and the ASHHRA Executive Committee and maintain the official minutes and records of ASHHRA and be responsible for distribution of required reports to the executive committee, the board and ASHHRA members. The director shall maintain liaison between ASHHRA and the AHA and shall coordinate activities, including the utilization of the AHA’s support services. 11.2.2. Maintenance of records: The executive director shall maintain the appropriate and required records of ASHHRA and prepare and report the ASHHRA budget, providing an analysis of same at all meetings of the ASHHRA Board of Directors. 11.2.3. Other Duties: The executive director shall perform all other duties as may be necessary to coordinate and advance ASHHRA’s objectives. 30 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version 11.2.4. Newsletter: Society staff shall publish a Society newsletter for distribution to the membership. ARTICLE 12. COMMITTEES Section 12.1. Standing Committees: All members, except student members, may serve on committees/task forces. The incoming and/or current presidents shall appoint committee/task force members and chairpersons to serve during their respective term of office. All appointments shall be for one year. Meetings may be called by the respective committee/task force chairperson, but only after consultation with and approval of the Executive Committee and must be in accordance with approved budget expenditures. The size, composition and structure of each committee and task force may differ depending on the purpose, roles and responsibilities and objectives of each. Factors to be considered in appointing committee and task force members include: • Knowledge and skills, • Types of organization represented, • Gender, racial and other forms of diversity, • Geographic representation, • Leadership potential. The incoming president may also appoint a Board Member(s) to serve on committees and/or task forces. Each committee/task force is also assigned the Society Director or a designated staff member who shall attend meetings as appropriate. The president, president-elect, and the immediate past president are exofficio members of all committees/task forces and shall attend meetings of the committees/task forces as appropriate. Revised version 11.2.4. Newsletter: The executive director and ASHHRA staff shall publish ASHHRA news for distribution to the membership. ARTICLE 12. COMMITTEES Section 12.1. Standing Committees: All members may serve on committees/task forces. The incoming and/or current presidents shall appoint committee/task force members and chairpersons to serve during their respective term of office. All appointments shall be for one year. Meetings may be called by the respective committee/task force chairperson, but only after consultation with and approval of the executive committee and must be in accordance with approved budget expenditures. The size, composition and structure of each committee and task force may differ depending on the purpose, roles and responsibilities and objectives of each. Committee charges outline the specific tasks and responsibilities of each committee. Factors to be considered in appointing committee and task force members include: • Knowledge and skills, • Types of organization represented, • Gender, racial and other forms of diversity, • Geographic representation, • Leadership potential. The incoming president may also appoint a board member(s) to serve on committees and/or task forces. Each committee/task force is also assigned the executive director or a designated staff member who shall attend meetings as appropriate and serve as resource support. The president, vice president, and the immediate past president are ex-officio members of all committees/task forces and shall attend meetings of the committees/task forces as appropriate. 31 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version 12.1.1. Executive Committee: This committee shall be the agent of the Board of Directors between Board meetings, providing advice and counsel to the Executive Director and the Association as required. This committee shall consist of the Society president, presidentelect and immediate past president. The president, with approval of the Executive Committee, may add additional exofficio members. The Executive Committee acts as the Society’s Finance Committee. It has authority to review and authorize modifications to the budget that support the objectives set by the Board and are within the budget. 12.1.2. Annual Conference Committee: This committee shall be responsible for the planning, developing and conducting of the annual conference of the Society. Responsibilities shall include topic and faculty selection, development of the meeting content and agenda, and review and evaluation of program effectiveness. Programs will be designed to meet the educational goals of the Society and needs of the membership. Revised version 12.1.1. Executive Committee: The Executive Committee, comprised of the officers of the ASHHRA Board of Directors, provides leadership and governance to the monitoring board. This committee is dedicated to the sound and responsible operation of ASHHRA and will base its decisions on effective management and governance principles, the organization’s guiding values, and the best interest of its members. The Executive Committee acts as ASHHRA’s Finance Committee. It has authority to review and authorize modifications to the budget that support the objectives set by the board and are within the budget as described in Section 9.5. 12.1.2. Annual Conference Committee: The Annual Conference Committee is responsible for planning and conducting the annual educational conference. This committee will work with other committees, the president, the ASHHRA Board of Directors, and ASHHRA staff to identify topics and speakers that are aligned with the strategic initiatives of ASHHRA and will provide members with a valuable professional development opportunity. 32 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version 12.1.3. Membership and Chapter Services Committee: This committee shall be responsible for promoting membership in the Society. The committee shall develop goals and objectives that will promote new membership and retain current members. These goals shall be achieved through individual membership campaigns through the promotion of strong relationships between the Society and its affiliated chapters. The committee shall develop programs and awards for affiliated chapters that promote membership in the national Society, strong leadership in the affiliated chapters and succession planning for the Society and its affiliates. The committee shall consist of one member from each of the nine regions. 12.1.4. Legislative and Labor Committee: This committee shall monitor national and state legislative and labor developments. The committee shall research, develop and promote advocacy programs that represent the interests of the membership, the human resources profession and the healthcare industry. The committee shall consist of one member from each of the nine regions. Revised version 12.1.3. Regional, Chapter, and Member Services Committee: The Regional, Chapter, and Member Services Committee will work closely with regional and chapter leaders to serve the needs of ASHHRA members by soliciting feedback from members; recommending goals and strategies to retain current members and recruit new members; and assisting in the training and development of chapter leaders. This committee acts as the “eyes and ears” of the nine regions providing a conduit for dialogue and discussion between the grassroots membership and the ASHHRA Board of Directors. 12.1.4. Advocacy Committee: This committee will monitor national and state legislative and labor developments. The committee shall research, develop and promote advocacy programs that represent the interests of the membership, human resources professionals and the healthcare industry. 33 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version 12.1.5. Education and Research Committee: This committee shall address the ongoing learning needs of the Society through assessment strategies and providing educational programming beyond that provided by the annual conference. Additionally, this committee shall address the research needs of the Society by developing mechanisms to promote basic and applied research. 12.1.6. Council of Presidents: This committee shall consist of all former presidents of the Society that wish to participate, shall be advisory to the Board of Directors, and shall serve in such activities as deemed appropriate by the Executive Committee. Annual meeting registration fees will be waived by the Society for all former presidents. The Chairperson shall be the immediate past president. Revised version 12.1.5. Learning and Business Development Committee The Learning and Business Development Committee will assess the needs of members by analyzing internal and external market research to identify those services and product opportunities that bring value to membership. The committee will develop programs, products, and services that support ASHHRA’s strategic plan and will work closely with ASHHRA staff to identify resources to design and implement them. 12.1.6. Think Tank: As the president and the ASHHRA Board of Directors identify upcoming healthcare trends that will affect the HR professional, they will convene the think tank. The think tank offers proven leaders, including the past presidents of ASHHRA, an opportunity to contribute their thoughts, experience, and insights through a formalized process. The president will make appointments to the ASHHRA Think Tank. The think tank shall be advisory to the ASHHRA Board of Directors, and shall serve in such activities as deemed appropriate by the executive committee. The chairperson of the think tank shall be the immediate past president. 34 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version 12.1.7. Bylaws/Conflict of Interest Committee: This committee shall review and update the Society bylaws as needed and formulate appropriate recommendations to the Society's Board of Directors. It shall also review conflict of interest disclosure forms that it provides and collects and upon which it makes decisions and recommendations to the Board. This committee will be chaired by the immediate past president. Section 12.2. Nominating Committees: 12.2.1. Regional Nominating Committee: Regional Nominating Committee shall be appointed by the immediate past president of the Society. Revised version 12.1.7. Bylaws/Conflict of Interest Committee: This committee shall review and update ASHHRA bylaws as needed and formulate appropriate recommendations to ASHHRA’s Board of Directors. It shall also review conflict of interest disclosure forms that it provides and collects and upon which it makes decisions and recommendations to the board. This committee will be chaired by the immediate past president. Section 12.2. Nominating Committees: 12.2.1. Regional Nominating Committee: The ASHHRA Regional Nominating Committee shall be appointed by the immediate past president of ASHHRA and will be responsible for the election of regional consultants who will serve on the ASHHRA Regional, Chapter, and Member Services Committee. 35 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version The immediate past president shall appoint a Regional Nominating Committee chairperson from within each region which is scheduled for Board representative election in that election year. The committee shall be composed of at least three eligible members from different chapters from within the region it represents. The regional chairperson shall recommend one member per state represented within their region. In the event that a state has more than one chapter not more than one eligible member may be appointed from that state. If a state has no chapter no member will be appointed from that state. The immediate past president's selections for regional chairperson will be made from recommendations submitted by the presidents of the chapters within the region and the regional Board representative. The Regional Nominating Committees shall conduct their business by mail or by conference telephone calls. Revised version The immediate past president shall appoint a regional nominating committee chairperson from within each region scheduled for election in that year. The committee shall be composed of at least three eligible members from different chapters from within the region it represents. The regional chairperson shall recommend one member per state represented within their region. In the event that a state has more than one chapter not more than one eligible member may be appointed from that state. If a state has no chapter, no member will be appointed from that state. The immediate past president's selections for regional chairperson will be made from recommendations submitted by the presidents of the chapters within the region and the regional consultant. The regional nominating committees shall conduct their business by mail, e-mail, or by conference telephone calls. . 36 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version Each Regional Nominating Committee shall nominate at least two but no more than three candidates from its region for election as a member of the Board of Directors. Nominees must be practitioner or past president members in the Society in good standing. Nominations must be submitted to the president of the Society no later than 60 days prior to the annual meeting. In the event the Regional Nominating Committee cannot secure a second candidate for nomination a write-in option shall be included on the ballot. 12.2.2. National Nominating Committee: The National Nominating Committee Members shall be recommended to the Board of Directors by the immediate past president. The National Nominating Committee shall be chaired by the immediate past president of the Society. It shall be composed of nine practitioner members, including the chairperson, two of whom shall be secondyear Board Members and six of whom represent the remaining six Society regions, no more than one member per region. If the immediate past president is unable to serve the chairperson will be appointed by majority vote of the Board Members not serving on the committee. Revised version Each regional nominating committee shall nominate at least two but no more than three candidates from its region for election as a regional consultant. Nominees must be practitioner or past president members in ASHHRA in good standing. In the event the regional nominating committee cannot secure a second candidate for nomination, a write-in option shall be included on the ballot. The immediate past president shall outline the schedule for the regional nomination process, including all dates for submission of candidates. 12.2.2. National Nominating Committee The ASHHRA National Nominating Committee communicates board volunteer opportunities to members and articulates the skills and experience needed for specific board roles. The committee is responsible for developing a comprehensive and strategic slate of candidates that meets the current and future needs of ASHHRA members. The national nominating committee members shall be recommended to the ASHHRA Board of Directors by the immediate past president. The national nominating committee shall be chaired by the immediate past president of ASHHRA. The remaining members will be two members elected by the ASHHRA Board of Directors from among its own members, one member appointed by the president with board approval, one person recommended by the previous nominating committee, and one additional past president. If the immediate past president is unable to serve, the chairperson will be appointed by majority vote of the board members not serving on the committee. . 37 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version The National Nominating Committee shall nominate at least two but no more than five candidates who are practitioner members for election as president-elect of the Society. The committee shall submit the names of candidates for president-elect to the president of the Society no later than 60 days prior to the annual meeting. The National Nominating Committee shall conduct its business by mail and/or conference telephone calls. Section 12.3. Task Forces: Task Force(s) may be appointed by the president from time to time as authorized by the business plan. The Board of Directors will provide input and recommend members. Revised version The ASHHRA National Nominating Committee shall conduct its business by mail, e-mail, and/or conference telephone calls. The nominating committee will provide the membership with detailed job descriptions for each open position and ask for nominations. Specific dates and application materials for nominations will be provided. The nominating committee will provide the proposed slate to the president for approval by the ASHHRA Board of Directors no later than 30 days before the slate is to be sent to the general membership for ratification. Section 12.3. Task Forces: Task Force(s) may be appointed by the president from time to time as authorized by the business plan. The ASHHRA Board of Directors will provide input and recommend members. 38 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version NONE Revised version Article 13 . REGIONAL CONSULTANTS Section 13.1 Duties of Regional Consultants The nine regional consultants serve on the ASHHRA Regional, Chapter and Member Services Committee, providing feedback on the needs and desires of the regions to the ASHHRA office and acting as the “eyes” and “ears” of members and non-members in their region. The regional consultant will advocate the value of ASHHRA services and programs to regional/local chapters and work with the regions to develop targeted strategies to increase membership in ASHHRA. The regional consultant will educate regions on the benefits of national professional awards and recognition offered by ASHHRA, and offer coaching in the preparation of award submissions. The regional consultant will attend regional/local chapter events as appropriate. 39 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version ARTICLE 13. CONFLICT OF INTEREST OF DIRECTORS AND OFFICERS Section 13.1. General: The directors and officers of the Society shall administer its affairs honestly and economically 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. All acts of directors and officers shall be for the benefit of the Society in any dealing that may affect the Society adversely. The directors and officers shall not accept any favor that might adversely or improperly influence their actions affecting the Society or its members. Revised version ARTICLE 14. CONFLICT OF INTEREST OF DIRECTORS AND OFFICERS Section 14.1. General: The directors and officers of ASHHRA shall administer its affairs honestly and economically and exercise their best care, skill and judgment for the benefit of ASHHRA. The directors and officers shall exercise the utmost good faith in all transactions relating to their duties in ASHHRA. In their dealings with and on behalf of ASHHRA they are held to a strict rule of honest and fair dealing with ASHHRA. They shall not use their position, or knowledge gained therefrom, so that a conflict might arise between ASHHRA’s interest and that of the individual. All acts of directors and officers shall be for the benefit of the Society in any dealing that may affect ASHHRA adversely. The directors and officers shall not accept any favor that might adversely or improperly influence their actions affecting ASHHRA or its members. 40 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version During their terms of office, directors, officers, all committee and task force members, and staff members shall promptly make full disclosure to the immediate past president of any existing or new 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. Section 13.2. Disclosure of Conflict of Interest: Each officer, director, nominee for officer or director, all committee and task force members and staff members 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 during the term of office. Such a written disclosure shall be made on such form or forms as are adopted by the Board of Directors for the purpose. Written disclosures must be provided to the immediate past president within 30 days of appointment or receipt of form, whichever is later, or the person will be considered to have resigned from office as of that date. Failure to submit the form will require position replacement. Revised version During their terms of office, directors, officers, all committee and task force members, and staff members shall promptly make full disclosure to the immediate past president of any existing or new employment, activity, investment or other interest that might involve obligations that may adversely compete with, or be in conflict with, the interest of ASHHRA. Section 14.2. Disclosure of Conflict of Interest: Each officer, director, nominee for officer or director, all committee and task force members and staff members 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 during the term of office. Such a written disclosure shall be made on such form or forms as are adopted by the ASHHRA Board of Directors for the purpose. Written disclosures must be provided to the immediate past president within 30 days of appointment or receipt of form, whichever is later, or the person will be considered to have resigned from office as of that date. Failure to submit the form will require position replacement. 41 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version Section 13.3. Resolution of Conflict of Interest: 13.3.1. Upon disclosure of a conflict of interest, or a challenge on that basis, any persons delineated in Section 13.2. shall resolve such conflict in a manner consistent with that provided in the Association Guidelines on Resolution of Conflicts of Interest in Health Care Institutions or the American Hospital Association policy on conflicts of interest for its trustees, officers and employees or by any other ethical manner. 13.3.2. Any person delineated in Section 13.2. who fails to make written disclosure or is found to have an unresolved conflict of interest that does or will substantially impair faithful and diligent performance of the duties of office shall be removed from office. 13.3.3. Conflict of interest forms shall be delivered to the immediate past president for review and decision. Appeal of adverse decisions shall be made directly to the Board of Directors in a manner similar to the hearing procedure established by the Association Regulations. Any interested directors shall not participate in the appeal decision. Revised version Section 14.3. Resolution of Conflict of Interest: 14.3.1. Upon disclosure of a conflict of interest, or a challenge on that basis, any persons delineated in Section 13.2. shall resolve such conflict in a manner consistent with that provided in the AHA Guidelines on Resolution of Conflicts of Interest in Health Care Institutions or the AHA policy on conflicts of interest for its trustees, officers and employees or by any other ethical manner. 14.3.2. Any person delineated in Section 13.2. who fails to make written disclosure or is found to have an unresolved conflict of interest that does or will substantially impair faithful and diligent performance of the duties of office shall be removed from office. 14.3.3. Conflict of interest forms shall be delivered to the immediate past president for review and decision. Appeal of adverse decisions shall be made directly to the Board of Directors in a manner similar to the hearing procedure established by the AHA Regulations. Any interested directors shall not participate in the appeal decision. 42 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version ARTICLE 14. AFFILIATED CHAPTERS Section 14.1. Purpose of Affiliation: The purpose of affiliated chapters of the Society is to provide an organized structure at the local and/or state level for members of the Society and others in the field of human resource/personnel administration/management to enable them to work together on problems of interest; to conduct educational programs; to serve as a resource to the related hospital associations; to provide channels of communication between the Society and local groups and among local groups; and to promote the purpose of, and membership in, the Society. Section 14.2. Affiliation Agreement: The request for affiliation shall be initiated by the state or local group. It is subject to approval by the Board of Directors of the Society and is signed by a corporate officer of the Association. The affiliation agreement may be terminated by either party upon 90 days written notice. Revised version ARTICLE 15. AFFILIATED CHAPTERS Section 15.1. Purpose of Affiliation: The purpose of affiliated chapters of ASHHRA is to provide an organized structure at the local and/or state level for members of ASHHRA and others in the field of human resource/personnel administration/management to enable them to work together on problems of interest; to conduct educational programs; to serve as a resource to the related hospital associations; to provide channels of communication between ASHHRA and local groups and among local groups; and to promote the purpose of, and membership in, ASHHRA. Section 15.2. Affiliation Agreement: The request for affiliation shall be initiated by the state or local group. It is subject to approval by the Board of Directors of ASHHRA and is signed by a corporate officer of the AHA. The affiliation agreement may be terminated by either party upon 90 days written notice. 43 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version Section 14.3. Requirements for Affiliation: 14.3.1. A group seeking affiliation with the Society shall have at least ten percent of its members in common with the Society. At least ten percent of the chapter's members must share common membership with the Society at the beginning of the second and subsequent years of affiliation for affiliation to continue. 14.3.2. To qualify for continued affiliation each chapter shall provide to the executive director an up-to-date roster of chapter membership no less than once a year. The roster shall denote which members are Society members, the chapter officers and the chapter representative, if such representative is not the chapter president. Revised version Section 15.3. Requirements for Affiliation: 15.3.1. A group seeking affiliation with ASHHRA shall have at least ten percent of its members in common with ASHHRA. At least ten percent of the chapter's members must share common membership with ASHHRA at the beginning of the second and subsequent years of affiliation for affiliation to continue. 15.3.2. To qualify for continued affiliation each chapter shall provide to the executive director an up-to-date roster of chapter membership no less than once a year. The roster shall denote which members are ASHHRA members, the chapter officers and the chapter representative, if such representative is not the chapter president. 44 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version Section 14.4. Separate Entity: Any international, state or local chapter affiliated with the Society under this Article is not an extension or part of the Society or of the Association but remains a distinct separate entity. Any such affiliated chapter is therefore responsible for maintaining its own financial records, filing appropriate notices and forms with state and federal tax authorities, maintaining necessary insurance coverages and so forth. Separate affiliations may be approved for more than one human resource/personnel organization within an area or country. Section 14.5. Chapter President: The chapter president represents the chapter to the Society and is encouraged to be a member of the Society. In the event the chapter president is unable to serve, the chapter shall follow the vacancy procedure outlined in its bylaws. Revised version Section 15.4. Separate Entity: Any international, state or local chapter affiliated with ASHHRA under this Article is not an extension or part of ASHHRA or of the AHA but remains a distinct separate entity. Any such affiliated chapter is therefore responsible for maintaining its own financial records, filing appropriate notices and forms with state and federal tax authorities, maintaining necessary insurance coverages and so forth. Separate affiliations may be approved for more than one human resource/personnel organization within an area or country. Section 15.5. Chapter President: The chapter president represents the chapter to ASHHRA and is encouraged to be a member of ASHHRA. In the event the chapter president is unable to serve, the chapter shall follow the vacancy procedure outlined in its bylaws. 45 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version The chapter president shall: Maintain dialogue with the Society Board member in the region to communicate on Chapter goals, meetings and other activities. Promote Society membership to chapter members. Serve on Society or regional committees as required. Represent the chapter at the chapter presidents' conference. Maintain liaison between the Society and the chapter members. Provide the Society Director with up-to-date membership rosters for the chapter. ARTICLE 15. AMENDMENTS These bylaws may be amended by satisfying all of the following requirements: 15.1. Amendment Proposals: Amendments can be proposed for approval by: a written petition to the president signed by either at least 25 members or by a majority of the Board of Directors or as recommended by the Bylaws Committee and approved by two-thirds of the Board of Directors present and voting at a regular Board meeting. 15.2. Voting on Amendments: The proposed amendment(s) shall be mailed to all voting members for review. An affirmative vote from a majority of the voting members WHO RETURN A VALID BALLOT will be required to amend the bylaws. Voting will close 45 days after the date of mailing. Revised version The chapter president shall: Maintain dialogue with the ASHHRA Board member in the region to communicate on Chapter goals, meetings and other activities. Promote ASHHRA membership to chapter members. Serve on ASHHRA or regional committees as required. Represent the chapter at the chapter presidents' conference. Maintain liaison between ASHHRA and the chapter members. Provide the ASHHRA Executive Director or appropriate ASHHRA staff with up-to-date membership rosters for the chapter. ARTICLE 16. AMENDMENTS These bylaws may be amended by satisfying all of the following requirements: 16.1. Amendment Proposals: Amendments can be proposed for approval by: a written petition to the president signed by either at least 25 members or by a majority of the Board of Directors or as recommended by the Bylaws Committee and approved by two-thirds of the Board of Directors present and voting at a regular Board meeting. 16.2. Voting on Amendments: The proposed amendment(s) shall be mailed or e-mailed to all voting members for review. An affirmative vote from a majority of the voting members WHO RETURN A VALID BALLOT will be required to amend the bylaws. Voting will close 30 days after the date of mailing or e-mailing. 46 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version NONE Revised version ARTICLE 17. TRANSITION YEAR FOR 2007 As ASHHRA develops its new governance structure to support both national issues and regional interests, it will create a transitional structure that will allow seasoned ASHHRA members to serve on the new ASHHRA Regional, Chapter and Member Services Committee. These committee members will be charged with implementing the new duties of this committee as well as making recommendations to the ASHHRA Board of Directors and ASHHRA staff for resources to support their work. To support a streamlined and effective transition to the new governance structure, Article 17 outlines the details of the governance transition for the year 2007. Nominating Committee dates and responsibilities are suspended to ensure that the following is accomplished: During the calendar year of 2007 Any current regional board representative from Regions 1, 3, 5, 7, and 9 who is not slated for the 2007 ASHHRA Board of Directors will be invited to sit as a member of the ASHHRA Regional, Chapter, and Member Services Committee. If a board representative from Regions 1, 3, 5, 7, and 9 declines this invitation and/or a vacancy occurs from one of the odd regions, then a regional election will be conducted to fill the membership slot on the ASHHRA Regional, Chapter, and Member Services Committee for the calendar year 2007. 47 BYLAWS OF THE AMERICAN SOCIETY FOR HEALTHCARE HUMAN RESOURCES ADMINISTRATION OF THE AMERICAN HOSPITAL ASSOCIATION Original version NONE Revised version Individuals from the even–numbered Regions (2, 4, 6, and 8) will be elected to fill the membership slot on the ASHHRA Regional, Chapter, and Member Services Committee for two years; in 2007 as a member of the committee, and in 2008 as a regional consultant with all the duties described in Section 13.1. All elections as described above will be in accordance with Section 12.2.1. During the calendar year of 2008 Members of the ASHHRA Regional, Chapter, and Member Services Committee from even-numbered Regions (2, 4, 6, and 8) will become regional consultants in 2008 with their term as a regional consultant expiring December 31, 2008. In 2007, regional elections will be held for odd-numbered regional consultants whose two–year term will expire December 31, 2009. This section will expire on December 31, 2008. 48