Northeastern NY Chapter
Chapter Constitution and By-Laws
ARTICLE I: NAME
The name of this organization shall be the NORTHEASTERN NEW YORK CHAPTER, HEALTHCARE FINANCIAL MANAGEMENT ASSOCIATION. For the purposes of identification and brevit, this NORTHEASTERN NEW YORK CHAPTER shall hereinafter be referred to as the “Chapter” and the HEALTHCARE FINANCIAL MANAGEMENT ASSOCIATION shall hereinafter be referred to as “HFMA.”
ARTICLE II: OBJECTIVES
The objectives of the NORTHEASTERN NEW YORK CHAPTER, HFMA shall be identical with those of HFMA. The HFMA is an association of individuals who are organized to improve the financial management of hospitals and allied patient care institutions and;
To foster and increase knowledge of and proficiency in financial management;
To conduct and participate in educational programs and activities concerning financial management;
To provide media for interchange of ideas and dissemination of materials relative to financial management;
to strengthen cooperation among individuals of varying disciplines in financial management;
To develop curricula and financial management supporting material for use by educational institutions;
To cooperate with hospitals, nursing homes, and related health care organizations and agencies and other interested groups in matters pertaining to financial management;
To establish and promulgate principles relative to financial management;
To promote and encourage financial management standards of performance for individuals and institutions in various areas of financial management; and,
To undertake research in financial management related to these objectives.
ARTICLE III: MEMBERSHIP
Membership in the Chapter shall be open to all members of HFMA who live or work in the area set forth in the Chapter’s Charter. Classes of membership within the Chapter and qualifications for membership in those classes shall be the same as those specified in the By-Laws of HFMA.
ARTICLE IV: ACTIVITIES
The Activities of the Chapter shall be subject to such regulations as to activities, membership, organization, procedures, and financial relationship as the Board of Directors of HFMA may prescribe.
No dividends or pecuniary profits shall ever be declared or paid to the membership of the Chapter, or to any other person(s) or entities.
ARTICLE V: MANAGEMENT
The affairs of the Chapter shall be managed by the duly elected Chapter Officers and Directors. The powers and duties of the Officers and of the Board of Directors shall be defined in the Chapter: “S” By-Laws.
ARTICLE VI: MEETINGS
Meetings of the Chapter membership and the Board of Directors shall be held in accordance with the Chapter “S” By-Laws.
ARTICLE VII: TERMINATION OF CHAPTER’S EXISTENCE
If for any reason the Chapter ceases to function, as for example in the event of its liquidation or dissolution, or the revocation of its Chapter for due cause by HFMA, all funds in the Chapter Treasury and all Chapter records shall be automatically become the property of HFMA and shall be forwarded to the HFMA office in Chicago.
ARTICLE VIII: VOTING
Unless otherwise proved in the Chapter “S” By-Laws all members of the Chapter, regardless of membership classification, shall have a vote in all matters submitted to a vote of the matters.
ARTICLE IX: BY-LAWS
The By-Laws of the Chapter shall be admitted and taken to be its laws subject to this Constitution.
The By-Laws may be amended in the following manner:
a) A Resolution to Amend the By-Laws, setting forth the full text of the proposed amendment, shall be adopted by the Board of Directors of the Chapter, and shall then be submitted to the Board of Directors of HFMA for it’s approval.
b) The Board of Directors of HFMA shall approve or disapprove the proposed amendment, or approve the same upon condition that it be revised in stated particulars, and shall transmit its action to the Board of Directors of the Chapter.
c) Upon receipt of the Resolution by the Board of Directors of the Chapter with approval of the Board of Directors of HFMA, or upon adoption of a Resolution to Amend the By-Laws embodying the revisions suggested by the Board of Directors of HFMA, in the event that the Board of Directors of HFMA conditioned its approval upon the revision of the Resolution in stated particulars, the Secretary of the Chapter shall mail a copy of the Resolution to the members of the Chapter entitled to vote on the question, together with a ballot on which can be indicated approval or disapproval of the Resolution.
d) The ballot shall clearly indicate that it is to be returned to the Secretary of the Chapter at the address shown on the ballot within 30 days after the date shown on the ballot.
e) The replies shall be opened and tallied by or under the supervision of the Secretary of the Chapter, and the results shall be made known to the membership. The Resolution shall be adopted if it receives the affirmative vote of two-thirds of those chapter members who constitute a quorum as established by the By-Laws.
ARTICLE X: AMENDMENTS TO THE CONSTITUTION
Amendments to the Constitution shall be made by a two-thirds vote of the Chapter membership voting provided:
a) Fifty percent of the memberships cast votes;
b) A copy of the Resolution to Amend the Constitution, heretofore approved by the Board of Directors, is mailed to all Chapter members by the Secretary of the Chapter, HFMA, together with a ballot on which can be indicated approval or disapproval of the Resolution; and provided that,
c) The ballot clearly indicates it is to be returned to the Secretary of the Chapter, HFMA, at the address shown on the ballot, at which time the replies should be opened and tallied and results made known to the membership.
2. Before becoming effective, any such amendment must be submitted to and be approved
by the Board of Directors, HFMA
ARTICLE I: MEMBERSHIP MEETINGS
Section 1: Regular Meetings
Regular meetings of the Chapter membership shall be held at least for (4) times a year, at such time and place as may be designated by the Board of Directors. Meetings devoted to educational programs, the Annual Meeting and special business meetings shall all be regular meetings for the purpose of this section.
Section 2: Annual Meetings
The Annual Meeting of the membership shall be held within the one-hundred twenty (120) days preceding the end of each fiscal year, at such time and place as the Board of Directors shall designate. The fiscal year of the Chapter shall be June 1 through May 31.
Section 3: Special Meetings
Special meetings of the Chapter membership may be called at any time by the order of the Board of Directors. Upon receipt of a written request for a special business meeting from at least ten percent of the Chapter members entitled to vote on matters presented to such a meeting the Secretary shall promptly call such a meeting for a date not more than 30 days following receipt of the request.
Section 4: Notice of Meetings
At least ten (10) days efore the date of any meeting, the Secretary shall cause written notice thereof to be delivered or mailed to each member.
Section 5: Quorum and Vote Required
Ten percent of the Chapter members entitled to vote thereat shall constitute a quorum at any regular meeting – education, special or Annual Meeting of the Chapter membership. The vote of a majority of the votes entitled to be cast by the members present at a meeting shall be necessary for the adoption of any matter voted upon at the meeting unless a different proportion is required by these By-Laws or the Constitution.
Section 6: Voting Rights
All members of the Chapter, regardless of membership classification, shall have the right to vote on matters submitted to a vote of the members. Each shall have one vote, and no one may vote by proxy.
ARTICLE II: OFFICERS AND DIRECTORS
Section 1: Officers
The officers of this Chapter shall be a President, President-Elect, a Treasurer and a Secretary, all of whom shall be members ex-officio, with power to vote, of the Chapter Board of Directors. These officers, except the President and the President Elect, shall be elected by a plurality of votes entitled to be cast by the members present at the annual meeting. The President-Elect shall automatically become the President at the end of his/her term as President-Elect. The Secretary shall automatically become President-Elect at the end of his/her term as Secretary. The officers shall take office on the following June 1, and shall serve for one year, or until their respective successors to take office. Officers shall be eligible for re-election. Only members possessing the right to vote shall be eligible to serve as officers of the Chapter. Officers shall be elected at the Annual Meeting of the Chapter.
Section 2: Board of Directors
In addition to the Officers of the Chapter, the Board of Directors shall consist of the Immediate Past President and ten (10) members, all of whom shall be members possessing the right to vote. Directors whose term will expire shall be eligible for re-election. A Director must attend or be excused from a minimum of 75 percent of all Board meetings or be expelled from the Board.
Section 3: Meetings of the Board of Directors
A minimum of four regular meetings of the Board of Directors shall be held each year. Special meetings of the Board of Directors may be called by the President or any three members of the Board. At all meetings of the Board, majority of the members shall constitute a quorum and the vote of a majority of the votes entitled to be cast by the members present at the meeting shall be necessary for adoption of any motion.
The Secretary shall give at least ten days notice before the date of any regular or special meeting of the Board of Directors.
Section 4: Powers and Duties of the Board of Directors
The Directors shall manage the affairs of the Chapter in accordance with its Constitution and By-Laws. It shall be their special duty:
a. To act or cause the Membership Committee appointed pursuant to these By-Laws to act upon all applications for membership;
b. To act upon the application of Regular Members to be Advanced Members;
c. To act upon the expulsion of members;
d. To act upon all correspondence and communications;
e. To provide for a bond or bods at the sole discretion of the Board of Directors, covering all Officers, Directors, or Agents responsible for the receipt, custody or disbursement of funds or securities in such sum and with such sureties as the Board may determine
f. To fill Officer vacancies and vacancies on the Board as prescribed in these By-Laws.
g. to make recommendations at meetings of the membership relative to matters which, in their opinion, the membership should decide;
h. To designate the depository bank or banks and authorized check signers, in accordance with these By-Laws;
i. To approve disbursement of Chapter funds, or to establish guidelines pursuant to which Officers of the Chapter shall exercise authority to disburse funds delegated to them by the Board of Directors.
j. To approve all purchases or sales of investments of Capital funds.
Section 5: Duties of the President
The President shall be the Chief Executive Officer of the Chapter. He shall preside at all meetings of the Chapter and its Boards of Directors and shall call such meetings as he deems necessary. It shall be his/her duty to exercise supervision over the activities and welfare of the Chapter, and to implement the policies and decisions of the Board of Directors. He shall be responsible for maintaining regular communication with the President, HFMA. He shall also attend or appoint a delegate to attend the Annual President’s meeting and the Chapter Operations Workshop at the expense of the Chapter. He also shall attend the Regional President’s meeting.
Section 6: Duties of the President-Elect
In the absence of the President, or during his/her incapacity (as determined by the Board of Directors) the President’s duties will be performed by the President-Elect. The President-Elect shall also serve as Chairman of the Program Committee. The President or the Board of Directors may assign such duties as will allow the President-Elect to familiarize him/herself with the duties of the Presidency and the policies of HFMA. He shall attend the Chapter Operations Workshop at the Chapters expense.
Section 7: Duties of the Treasurer
The Treasurer shall receive and disburse the funds of the Chapter. He shall keep preserve vouchers and books of account which shall be open to inspection by the Board of Directors, and subject to audit at any time by an Auditing Committee duly appointed by the President. He/she shall deposit funds of the Chapter in such banks as may be approved by the Board of Directors and shall disburse money only upon approved vouchers. All checks drawn upon the funds of the Chapter shall require the signature of any (two officers) – The President, President-Elect, Treasurer and Secretary. The Treasurer shall submit a month financial report to the Board of Directors, an annual report to the Chapter membership, and such reports as may be required by HFMA. He/She shall assist the HFMA Treasurer in cases of dues delinquency. He/she shall attend the Chapter Operations Workshop at the Chapter;s Expense.
Section 8: Duties of the Secretary
The Secretary shall keep a report of the meetings of the Chapter. He/She shall notify the members of their election to office, keep a roster of members, assume responsibility for issuances of notices of all meetings, keep the minutes of the Board of Directors meetings, and perform such other duties as may be assigned to him/her by the President of the Board of Directors or both. He/She Shall be responsible for the maintenance of the records for the Founder’s Merit Awards. The actual maintenance of the records shall be performed by the Chairman of the Founders; Award Committee who shall also serve as Statistical Secretary. It shall be the Secretary’s duty to keep in close contact with the HFMA office on matters of policy determination of the Chapter. He.She shall also attend the Chapter Operations Workshop at the Chapters expense.
Section 9: Vacances in Elective Offices
Should a vacancy occur in the office of the President, the President-Elect shall automatically succeed to the office and perform the duties thereof for the unexpired term. Succession to the office of the President shall not prevent a person from serving as President for the next full term.
Should a vacancy occur in the office of the President-Elect, the matter shall be referred to the Nominating Committee for action. The office shall be first offered to the Secretary who shall be the committee’s initial recommendation to the membership. The Secretary shall express a willingness to the automatic succession to the office of President. Should the Secretary be unable or unwilling to accept the nomination to the office of President-Elect, the Committee shall submit other recommendation(s) to the membership for their consideration and vote. A vacancy in the office of President-Elect shall not be deemed to have occurred by reason of the President-Elect automatically succeeding to the unexpired term of the office of the President as the result of vacancy occurring therein.
Should a vacancy occur in the offices of the Secretary or Treasurer, the Board of Directors shall fill the vacancy first from among the membership of the Board of Directors, then from the general membership if no candidates are available, for the unexpired term.
Section 10: Removal of Officers or Directors
Any Officer or Director may be removed, and any vacancy caused by such a removal may be filled, unless the filling thereof is otherwise provided for in these By-Laws, by the affirmative vote of 3/4 of the votes entitled to be cast by the members present at a meeting at which a quorum is present., but no such action or actions shall be taken unless the notice of the meeting at which such action is taken shall have specified that action to be considered.
Section 11: Director Vacancies
Should a vacancy occur in a Chapter Director position, the unexpired term shall be filled by a qualified member of the chapter elect by a majority vote of the Chapter Board of Directors. Voting may be held by mail.
ARTICLE III: ADVISORY COUNCIL
The Advisory Council shall consist of the three most recent Past Presidents whose term as president ended other than by removal. It shall be the fornication of the Council to service in an advisory capacity to the Board of Directors. The members of the Advisory Council shall be given notice of and be entitled to attend all regular and special meetings of the Board of Directors. The immediate Past President shall be a voting member while the other two Past Presidents shall be non-voting observers. In addition, the Advisory Council shall meet at least semi-annually for the purpose of reviewing Chapter operations and procedures and recommending any change to the Board which it considers desirable for the more efficient operation of the Chapter. The immediate Past President shall be the chairman of the Council.
ARTICLE IV: COMMITTEES
Section 1: Standing Committees
The President shall appoint the following standing committees from among the members of the Chapter:
a) An Auditing committee whose duty it shall be to audit the books of the Chapter Treasurer at the close of the fiscal year.
b) A Membership Committee whose duty it shall be to investigate applications for membership and recommend to the Board whether they shall be accepted or declined in accordance with the provisions of Article V of the By-Laws.
c) A Nominating Committee whose duty it shall be to present nominees for positions as Officers and members of the Board of Directors at the annual meeting. All members are eligible for appointment to the Nominating Committee. The immediate Past President shall be ex-officio member and Chairman of this Committee. The Nominating Committee shall observe the following procedural steps. The Committee shall meet in January to discuss and select a slate of officers and members of the Board of Directors. The recommended slate shall be submitted to the Board of Directors at its February meeting. The slate as finally approved by the Board of Directors shall be presented by the Chairman of the Nominating Committee to the membership at the Annual meeting. The membership shall be free to make additional nominations from the floor at the time of the annual elections.
d) A Program Committee whose duty it shall be to make all arrangements for educational meetings of the Chapter, subject to policies adopted by the Board of Directors. The President-Elect shall chair this Committee.
Section 2: Technical Committees
The President shall appoint such technical committees from among the members of the Chapter as may be deemed necessary by the Board of Directors to fulfill the specialized educational and technical needs of Chapter members. Such technical committees shall advise on format and content of programs and projects relating to their specific technical interests.
Section 3: Other Committees
Special committees may be appointed by the President from time to time, as the need arises.
ARTICLE V: ADMISSIONS AND ADVANCEMENT
Section 1: Admissions
Applications for membership shall be made in writing on forms furnished by HFMA. Applications may be received by any member of the Chapter for submission to the Membership Committee for action. The Committee shall forward the application to the Board of Directors of the Chapter with a recommendation for acceptance or declination or take that action itself if authorized by the Board of Directors of the Chapter. No application shall be admitted without the final approval of the HFMA Board of Directors.
Section 2: Advancement
Regular members who meet the stipulated requirements for Advanced Member shall apply for advancement on forms provided by HFMA. Such forms shall be transmitted to the Board of Directors of HFMA through the Chapter, and shall bear the approving action of the Chapter President on behalf of the Chapter Board of Directors. No Regular Member shall be advanced to Advanced Member without the final approval of the HFMA Board of Directors.
ARTICLE VI: DUES
Section 1: HFMA Dues
The annual dues, any other fees to the HFMA, and the rebates thereon to the Chapter, shall be determined by the HFMA Board of Directors.
Section 2: Chapter Assessments
In addition to the minimum membership dues payable to HFMA, the Chapter Board of Directors may be a 3/4 affirmative vote of Board members present at a regular special meeting thereof, provided prior notice of such proposed action is given, levy additional assessments upon Chapter members, for the sole benefit of the Chapter, provided such assessments are for purposes consistent with the general aims and purpose of the HFMA. A members’s right to vote and hold office in the Chapter shall not be voided or suspended by reason of his/her failure to pay such assessment.
Section 3: Payment of Annual Dues
The annual dues shall be such date and in such manner as may be prescribed in the By-Laws of the HFMA.
Applications of new Members shall be accompanied by checks for the state application fee and prorated dues for the first year as set forth on the application form.
Except for the initial payment by a new member, bills will be sent directly by HFMA to the Chapter members, who shall remit to HFMA in full.
Section 4: Delinquency
Members who have not paid their annual dues within the time provided in HFMA’s By-Laws shall cease to be members and may be reinstated as provided by HFMA’s By-Laws. The Chapter shall cooperate in encouraging prompt payment of membership dues.
Section 5: Suspension and Expulsion
Any member whose conduct shall be found to be detrimental to the objectives of HFMA, or who is found to have engaged in activities which violates Code of Ethics, may be recommended for suspension or expulsion by a vote of the Board of Directors of the Chapter. The member whom the Board of Directors contemplates recommending for suspension or expulsion shall be entitled to receive in writing from the Board of Directors of his/her Chapter the specific charges, which have let the Board contemplate such action and shall, in he/she so desires, be afforded a hearing before the Board or before a special committee thereof, appointed by the President. The Board’s recommendation, together with copies of any specific charges requested by the member and any evidence adduced before the Board of the special committee for or against the recommendation, shall be transmitted to the Board of Directors HFMA, for action by HFMA in accordance with its By-Laws.
ARTICLE VII: GENERAL PROVISION
Section 1: Notice
Whenever any notice is required to be given to any person by these By-Laws, such notice shall be in writing and may be given personally or by first class mail or by telegraph, addressed to such person at his/her address as it appears on the records of the Chapter. Any notice shall be deemed given when personally delivered or, if by mail, when deposited, postage prepaid in the United States mail, or, if by telegraph when the telegram if filed with the telegraph company.
Section 2: Waiver of Notice
Whenever any notice is required to be given to any person by these By-Laws, a waiver of notice is writing signed by the person entitled to notice, whether before or after the time stated in the notice, shall be equivalent to the giving of notice. Attendance at any meeting except attendance for the purpose of objecting to the transaction of business because the meetings is not properly called or convened, shall constitute waiver of notice of the meeting.
Section 3: Use of Certain Terms
Whenever the word “Chapter” appears in these By-Laws, it shall refer to the Chapter whose name appears at the head of these By-Laws. Whenever either gender is used in these By-Laws it shall be deemed to include both feminine and masculine genders. Whenever the initials “HFMA” appear in these By-Laws, they shall refer to the HEALTHCARE FINANCIAL MANAGEMENT ASSOCIATION.
Section 4: Titles
Section and Article headings in these By-Laws are for convenience only and shall not affect the interpretation of any provision therein.