bylaws

Connecticut Society for Healthcare Risk Management
BYLAWS

ARTICLE I – NAME

The name of the organization shall be the Connecticut Society for Healthcare Risk Management (hereinafter called “Society”).

ARTICLE II – DEFINITIONS

Authorized Meeting – A meeting of the Society’s membership that can take place in person or electronically such as the telephone or via internet that has been approved by a majority of the Board of Directors.

Honorary Members – Individuals who the Board of Directors believes should receive a special designation for their service to the Society, healthcare risk management or the American Society of Healthcare Risk Management. The Board of Directors determines the honorary members through a majority vote.

Student – An individual who is currently enrolled in an undergraduate or masters level program at a university or college and has an interest in pursuing a career in healthcare risk management or related field. The individual can be enrolled part time or full time.

Member in Good Standing – a regular or honorary member who meets eligibility requirements as provided in the bylaws and whose dues have been fully paid for the preceding twelve months

ARTICLE III – PURPOSE

The purpose of the Society shall be to advance the development and role of the professional practice of healthcare risk management by:

1. Conducting educational programs and activities to strengthen and develop healthcare risk management programs, and to promote professional development.
2. Providing a medium for the interchange of ideas and information.
3. Development of professional relationships among members in order to facilitate free exchange of information and solutions of mutual problems.
4. Providing a forum on healthcare risk management issues and explaining the impact of these issues to other appropriate parties.

The Society is organized exclusively for charitable, scientific and educational purposes as will qualify it for tax exempt status within the meaning of Section 501(c)(6) of the Internal Revenue Code. The Society shall conduct its activities so that no part of its income, net earnings, properties, or assets shall inure to the benefit of any member, director, officer, or other individual. Upon dissolution, any assets of the Society shall be distributed to an organization enjoying an exempt status under Section 501(c) (6) of the Internal Revenue Code, or successor statutory authority.

ARTICLE IV – POWER

The Society may engage in any activities or exercise any powers that are in furtherance of the stated purposes of this organization. The Society may recommend to the Board of Directors policies within the area of its interest, and may review and comment on policies related to its area of interest and in furtherance to its purposes. It may recommend programs and activities to be undertaken by the Society.

Recommendations and comments may be forwarded to the Board of Directors by members, or by two-thirds vote of the members in good standing who are present and voting at an authorized meeting. The Society shall issue any comment or statement through its Board of Directors, and only if such statements are in furtherance of the purposes of the Society and approved by a two thirds vote of the members in good standing present and voting at an authorized meeting called pursuant to these bylaws.

ARTICLE V – MEMBERSHIP

Membership in the Society shall consist of individual persons working in or with hospitals or other healthcare facilities who are actively involved in risk management functions of that organization, or whose professional activities involve healthcare risk management. The qualifications for membership are as stated below:

Section 1. Membership eligibility criteria

1. A person who is involved in or responsible for risk management functions within a hospital or other healthcare facility, or
2. A person who provides risk management or related services to a hospital or healthcare facility who is not an employee of a hospital or healthcare facility, including but not limited to, a private consultant, an insurance representative, and a defense attorney not associated with a law firm which represents plaintiffs in medical malpractice matters, or
3. A student who is interested in pursuing a career in healthcare risk management or related field. A student member may not vote or hold office.
4. A person engaged in the practice of medicine, nursing, dentistry, or other healthcare profession.

Section 2. Application

Application for membership shall be made to the Membership Committee in writing or electronically, on forms provided by the Society. The application shall be considered by the Board of Directors upon recommendation by the Membership Committee. Membership shall become effective upon:

1. Receipt of a properly completed application form,
2. Receipt of specified dues, and
3. Confirmation that the potential member meets the criteria for membership as stated in these bylaws.

Section 3. Transfer of Membership

Membership in the Society is vested in individuals and may not be transferred to another individual. (Exception: When a corporation pays for an individual’s membership, and that member resigns, dies, or takes a leave of absence from his/her risk management position and the position is filled by a new employee within the membership year.)

Section 4. Termination of Membership

1. Resignation: A member may, at any time, submit his/her resignation from the Society in writing to the Board of Directors.
2. Loss of eligibility: Membership of any person who is no longer eligible for membership in the Society shall be terminated. Such persons may reapply for membership upon reestablishing eligibility.

ARTICLE VI – DUES

Annual dues of the Society shall be established by the Board of Directors. Dues shall be assessed annually on January 1, and will be prorated semi-annually. No portion of the dues paid by any member shall be refundable because his/her membership is terminated for any reason.

ARTICLE VII – MEETINGS

Section 1. Annual Meeting

The Society shall meet at least annually for the transaction of the affairs of the Society. The time and place of such meetings shall be designated by the Board of Directors and therefore deemed authorized meetings. The secretary of the Society shall notify the membership of the annual meeting no less than thirty (30) days prior to the date of the meeting.

Section 2. Special Meetings

Special meetings may be called by the Board of Directors and shall be limited to consideration of subjects listed in the official call for such meetings, unless it is otherwise ordered by the unanimous consent of the members present and voting. These meetings are also authorized meetings.

Section 3. 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 of the members 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 Society.

Section 4. Voting
Only regular and honorary members shall have voting privileges. Each member shall be entitled to one vote. All votes shall be cast in person unless the Board determines in advance of the vote to use a mail or electronic method such as a facsimile, web-based or email ballot. Unless otherwise provided in these bylaws, if a quorum responds to the vote, all matters shall be settled by a majority vote of the members. In the event of a tie vote, the President shall cast the deciding vote.

Section 5. Quorum
A quorum of the Society shall be the presence at the meeting, by mail or electronically of not less than thirty percent (30%) of the members.

ARTICLE VIII – BOARD OF DIRECTORS

Section 1. Eligibility

Only members of the Society in good standing and in compliance with all provisions of the bylaws shall be eligible to serve on the Board of Directors of the Society.

Section 2. Composition

The Board of Directors shall be comprised on 9 members, including the President, Immediate Past President, President-Elect, Secretary, Treasurer, and four Directors-at-Large. The President shall act as Chairperson of the Board. In the absence of President, the President-Elect and his/her designee will act as Chairperson.

Section 3. Powers

The Board of Directors shall have the responsibility to develop plans, objectives, and purposes for the Society including:

1. Establish standing and ad hoc committees in line with the objectives of the Society and in order to implement the Society’s programs
2. Review the recommendations of these committees
3. Establish the date, location, format, and program of the Society’s annual meeting and other meetings and educational programs conducted by the Society.

The Board shall have all implied powers to carry out the purposes and objectives of the Society, and its actions shall at all times be in conformity with the bylaws of the Society.

Section 4. Vacancies

The Board shall have authority to fill a vacancy of a Director-at-Large that may occur on the Board by appointment of the eligible member of the Society who received the next highest number of votes in the previous election. This individual shall serve for the remainder of the unexpired term.

Section 5 Meetings

The Board of Directors shall meet not less than once a year. Additional meetings may be called by the President with the approval of a majority of the Board. A quorum shall be the presence of a majority of the Directors. Any member of the Board of Directors who is absent from 50% of the meetings of the Board without adequate reasons, as defined by the Board, shall be removed from the Board.

Section 6. Election and Term

The Directors shall be elected from among the membership and each shall serve for a term of two years. The Directors’ two year terms are structured so that they alternate years for which they are elected with the goal of maintaining consistency, history and understanding of activities. A ballot listing candidates proposed by the Nominating Committee shall be communicated via paper (e.g., mail) or electronically (e.g., facsimile, email or on-line) to each eligible member of the Society by the Secretary not less than thirty (30) days prior to the annual meeting. Ballots will be returned within thirty (30) days. The votes are tabulated by the Secretary and presented to the Board of Directors. Election results shall be communicated to the membership at the annual meeting or by mail or electronic method such as a facsimile or email.

ARTICLE IX – OFFICERS

Section 1. Eligibility

Only regular and honorary members of the Society in good standing who have demonstrated active participation in the Society, meet the qualifications for the position as established by the Board of Directors, and are in compliance with the Bylaws shall be eligible to serve as officers of the Society.

Section 2. Officers

The officers shall be a President, President-Elect, Secretary and Treasurer, who shall be elected by the membership of the Society.

Section 3. Election and Term

Officers shall be elected from among the membership. Presidents (president, President-Elect, and Immediate Past President) shall serve for a term of one year. Secretary and Treasurer shall serve for a term of two years. The Secretary and Treasurer shall be elected in alternating years. A ballot listing candidates proposed by the Nominating Committee shall be communicated via paper (e.g., mail) or electronically (e.g., facsimile, email or on-line) to each eligible member of the Society by the Secretary not less than thirty (30) days prior to the annual meeting. Ballots will be returned within thirty (30) days. The votes tabulated by the Secretary and presented to the Board of Directors. Election results shall be communicated to the membership at the annual meeting or by mail or electronic method such as a facsimile, email or by posting on the Society’s website.

Section 4. Duties

1. President
   1. The President shall preside at all meetings of the Society and Board of Directory. He/she shall appoint the standing and special committees, with the consent of the Board, and shall designate membership on such committees.
   2. The President-Elect or his/her designee shall perform the duties of the Office of the President whenever the President is unable to do so.
2. Secretary
   1. The Secretary shall serve as secretary at any regular or special meeting of the Society or Board.
   2. The Secretary shall maintain an accurate list of the current Society membership.
   3. The Secretary shall maintain the official minutes and records of the Society.
3. Treasurer
   1. The Treasurer shall receive and record all dues and funds of the Society.
   2. The Treasurer shall deposit all monies received as necessary into the Society’s bank account.
   3. The Treasurer shall disburse such funds as authorized by the Board.
   4. The Treasurer shall collaborate with the Membership Committee Chairperson to validate receipt of dues.
   5. The Treasurer shall collaborate with the Finance Committee Chairperson as necessary.
   6. The Treasurer shall submit a written report on the status of the funds on a quarterly basis to the Board.

Section 5. Vacancies

If the Office of the President becomes vacant, the President-Elect shall immediately accede to the Presidency for the duration of the unexpired term, and shall continue to serve as President for the subsequent term. If the office of president-elect becomes vacant within 6 months of the beginning of the term, a special election will be held to replace the position.

If the Office of the Secretary or Treasurer becomes vacant, the vacancy shall be filled by a Director-at-Large appointed by the Board for the duration of the unexpired term. The vacant Director-at-Large position shall be filled pursuant to Article VIII, Section 5 of these bylaws.

ARTICLE X – COMMITTEES

Standing Committees

There shall be the following standing committees, with certain powers and duties. Such committees shall report to the Board of Directors. Standing committees will also be requested to report at all meetings, with the exception of the Nominating Committee which is requested to report at the Annual Meeting

1. Membership Committee – The Membership Committee shall:
   1. Recruit new members for the Society.
   2. Recommend members to the Board of Directors for approval.
   3. Initiate an annual membership drive to enhance recruiting.
   4. Develop incentives for attendance at all meetings.
2. Nominating Committee – The Nominating Committee shall:
   1. Initiate a general call for suggested nominees for vacant and/or expired
      offices of the Society and Board.
   2. Prepare a slate of eligible candidates for each position to be sent to the membership not less than thirty (30) days prior to the annual meeting.
   3. Present the tabulation to the Board for announcement to the membership.
   4. The members of the Nominating Committee shall be non-directors and shall be ineligible to be nominated for a directorship or office during their term on the Committee.
3. Program/Education Committee – The Program/Education Committee shall:
   1. Conduct a needs assessment of the Society members on an annual basis.
   2. Develop a list of speakers/programs for each meeting on topics of interest consistent with the stated objectives of the Society.
   3. Prepare a calendar of educational programs in advance for distribution to the membership.
4. Finance Committee – The Finance Committee shall:
   1. Review the finance ledger of the Society.
   2. Prepare an annual budget based on a projected budget from each of the listed committees.
   3. Make recommendations to the Board on the utilization of funds to promote the growth and education of the Society members.
5. Website and Member Resources Committee – The Website and Member Resources Committee shall:
   1. Develop and maintain a current website to inform members of current topics of interest, legislation, education, membership news and other events.
   2. Determine and recommend to the Board of Directors which resources including but not limited to books, consulting services or websites, would be most valuable to the membership.
6. Bylaws Committee – The Bylaws Committee shall:
   1. Review annually the Society Bylaws
   2. Make recommendations for modification as necessary
7. Special Committees – The Board of Directors may appoint other committees as it deems necessary. Members shall be appointed by the President, with the advice and consent of the Board. An example of a special committee would be the Planning Committee for the New England Regional Risk Management Conference which convenes every 3 years.

ARTICLE XI – EDUCATION

The Board of Directors shall have authority to earmark funds from the Society’s bank accounts for educational purposes. On an annual basis, the Board of Directors will determine if there are funds available in the Society’s treasury to assist in the goal of promoting education and participation in the national conference of the American Society of Healthcare Risk Management (ASHRM) and the regional conference of the New England Risk Managers. If and when an amount of funds is determined to be available, the Board shall make available to the President funds to cover the costs of attending the annual ASHRM conference.

In addition, the Board may entertain submission of applications for any remaining funds from members for sponsorship of participation at conferences or other education programs. Criteria for application shall be developed by a sub-committee of the membership, chaired by a Board Member, and approved by the Board. The Board shall review all applications and determine the recipient(s) of the funds. Directors and officers of the Society (other than the President) shall be considered only in the absence of applications from the membership. Members who are so sponsored shall be expected to make a presentation at an educational meeting of the membership regarding the conference or educational activity

ARTICLE XII – AMENDMENTS

These bylaws may be amended by two thirds vote of regular and honorary members present or returning a ballot electronically (e.g., facsimile or email) at any authorized meeting of the Society. Notice of proposed amendments shall be sent to all members not less than thirty (30) days prior to the meeting. Amendments may be proposed by a petition of at least ten (10) members of the Society or upon recommendation of the Board of Directors.

Provisions of the bylaws or amendments thereto, when adopted at any meeting, shall become effective upon adoption unless otherwise stated in the bylaws or the amendments.

ARTICLE XIII – CONFLICT OF INTEREST STATEMENT

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 dealings. 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 influence their actions affecting the Society or its members.

During their terms of office, directors and officers shall promptly make full disclosure to the Society 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.
 
ARTICLE XIV – INSURANCE COVERAGE FOR SOCIETY AND BOARD OF DIRECTORS

The Society shall maintain insurance coverage as deemed appropriate through recommendations of an insurance brokerage firm and broker and ultimately determined by the Board of Directors. The insurance broker can be a member of the Society. Examples of types of insurance include but are not limited to business operations, premise liability and directors and officers insurance. The Board of Directors reserves the right to obtain multiple opinions and premium quotations before deciding the type and level of coverage as well as the insurer.

Revised 9/16/08 by unanimous vote of members in attendance
Reviewed and edited 2.3.10
Revised 3.17.10 by unanimous vote of members in attendance

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