Bylaws
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NORTH TEXAS SOCIETY FOR HEALTHCARE RISK MANAGEMENT
(A chapter of the American Society for Healthcare Risk Management)
ARTICLE I - NAME
The name of the organization shall be North Texas Society for Healthcare Risk Management (“NTSHRM”).
ARTICLE II - PURPOSE
The purpose of NTSHRM shall be to promote the development and awareness of the professional practice of healthcare risk management by:
1. Providing a medium for an exchange of ideas and information relative to healthcare risk management issues.
2. Developing and conducting educational programs and activities to encourage and assist members to increase their knowledge and skills.
3. Providing a forum to consolidate information and to efficiently disseminate that information to NTSHRM members.
4. Providing a resource for healthcare providers interested in initiating and improving risk management.
5. Establishing and maintaining an affiliation with the American Society for Healthcare Risk Management.
Further, NTSHRM is organized exclusively for charitable, scientific, and educational purposes. NTSHRM will conduct its business so that no part of its income and/or earnings shall inure to the benefit of any member, director, officer, or other individual.
ARTICLE III - MEMBERSHIP
Section 1: Eligibility
Membership in NTSHRM shall consist only of individual members. Individuals eligible for membership in NTSHRM shall be those who have demonstrated an interest in healthcare risk management, including those who have primary responsibility in, or actively participate on the behalf of the provider in healthcare risk management. Plaintiff’s attorneys or persons working for a plaintiff’s attorney who specifically file/handle medical malpractice or other actions against an individual healthcare provider, or a clinic, facility, hospital or other healthcare entity will not be permitted membership in NTSHRM.
Membership in NTSHRM shall become effective upon the following: (a) receipt of a properly completed application form; (b) receipt of specific dues; and (c) approval of the application by the NTSHRM membership committee.
Section 2: Voting
All members in good standing shall have the right to vote. Except as otherwise specified herein, all matters shall be settled by a simple majority vote. A “simple majority vote” means: (a) a majority of electronic and/ or U.S. mail votes returned, or (b) the majority of members voting in assembly.
Section 3: Transfer, Change, or Termination of Membership
NTSHRM membership shall not be transferable to another person. Members may, at any time, file their resignation in writing with NTSHRM’s Board of Directors.
Members who fail to pay their annual dues shall have their membership automatically terminated sixty (60) days after the due date.
Any NTSHRM member whose conduct is deemed detrimental to the best interest of NTSHRM (criminal behavior resulting in a conviction or revocation of licensure related to the legal, healthcare or risk management profession), or who willfully violates its bylaws, rules or regulations, may be suspended or expelled by the Board of Directors. The member shall have the right to a hearing before the Board of Directors before any such action is initiated. The Board of Directors may reinstate any member suspended or expelled into active membership of NTSHRM. Any Board of Directors’ action in this regard whether it be for suspension, expulsion, or reinstatement, will require a majority vote of Board of Directors’ members voting.
ARTICLE IV - DUES
Section 1: Amount of Dues
NTSHRM Board of Directors will set the amount of annual dues required of its members. All dues paid to NTSHRM shall become the property of NTSHRM. No portion of the dues paid by any member shall be refundable upon termination of membership.
Section 2: Deadline for Payment of Dues
Dues for new members are payable at the time of the application and at twelve (12) month intervals thereafter. If an applicant’s request for membership is denied, any dues paid will be refunded.
ARTICLE V - MEETINGS
Section 1: Annual Meeting
NTSHRM will meet at least once per year to transact its business affairs. NTSHRM Board of Directors will determine the time and place for the annual meeting.
Section 2: Special Meetings
Special meetings of NTSHRM membership may be called at the request of the Board of Directors. A special meeting may also be scheduled upon request of ten percent (10%) of NTSHRM’s members in good standing. Special meetings shall occur within twenty (20) calendar days after a proper request has been made.
Special meetings shall be limited to consideration of subjects listed in the official call for such meetings, unless it is otherwise ordered by the majority consent of the members present and voting.
Section 3: Eligibility to Vote
Only members in good standing shall have the right to vote. Members may vote by a written, signed proxy statement. Members may give another member the right to vote in their place through a signed and written proxy statement.
Section 4: Notice
Written notices of any special meeting will be sent out by first class mail at least ten (10) days before the date scheduled by the Board of Directors. Notice of the annual meeting will be mailed at least thirty (30) days before the date scheduled by the Board of Directors.
Section 5: Order of Meetings
The order of business for all meetings shall be the responsibility of the President and the Board of Directors. When an order has not been provided either by the Board of Directors, President or as specified elsewhere in the Bylaws, Roberts Rules of Order, newly revised shall govern the meeting.
ARTICLE VI - BOARD OF DIRECTORS
Section 1: Eligibility
Only NTSHRM members in good standing and in compliance with all provisions of the Bylaws shall be eligible to serve on the Board of Directors. The Board of Directors shall consist of seven (7) members, including the President, Vice President, Secretary, Treasurer, and three (3) directors. One will be the immediate Past President, if willing to serve and another will be the Education Chair. If the immediate Past President declines to serve, then there will be three (3) elected
directors. All members of board of directors are encouraged to be ASHRM members. The President will be a member of ASHRM.
Section 2: Election and Term
Elected directors shall serve a term of two years. The terms of the elected directors shall be staggered such that there is only one newly elected director each year. An exception occurs in years in which there is not an immediate Past President or such Past President is unwilling or unable to serve, then a third director shall be elected for a term not to exceed two (2) years. If during the term of the third elected director, an immediate Past President becomes available and is willing to serve at the end of the first year, then such director’s term shall be reduced to one (1) year.
There must be at least two (2) nominees for the election of any two-year term director. The terms will expire at the close of the Annual Meeting. If a two-year term director has served two (2) consecutive terms, he/she shall be ineligible for re-election to the Board until one year has elapsed.
The election of directors shall be conducted by electronic and/or U.S. mail. A ballot listing the candidates proposed by the Nominating Committee or nominated by five percent (5%) of the members shall be mailed to each NTSHRM member eligible to vote, and who has not picked up a ballot at a prior chapter meeting, by the Secretary at least thirty (30) days prior to the annual Meeting. All ballots will provide a space for any write-in candidates. Ballots shall be received by NTSHRM Secretary no later than five (5) business days before the Annual Meeting. The votes shall be tabulated by the Secretary and/or Bylaws/Legislation Committee Chairperson who shall report the results to the Board of Directors. The results of the election shall be presented at the next regular meeting of the chapter membership.
Section 3: Powers and Duties
The Board of Directors shall have the authority to conduct the affairs of NTSHRM, to act on behalf of NTSHRM and its members on issues related to healthcare risk management and in general, to encourage the growth and development of NTSHRM. The Board of Directors shall further have the authority to make policy decisions for NTSHRM; to approve the annual budget; to establish rules and procedures for the Board of Directors and NTSHRM; to approve, modify or disapprove reports, recommendations, resolutions, or actions of NTSHRM officers or committees.
Section 4: Vacancies
The Board of Directors shall have the authority to fill any vacancy that may occur on the Board other than a vacancy in the office of the president, by appointment of an eligible member of NTSHRM for the unexpired term. For the office of the President, the Board of Directors shall have the authority to fill the vacancy subject to the approval of the majority vote of the membership.
Section 5: Meetings
The Board of Directors shall meet not less than twice a year. The President with the approval of the Board may call additional meetings. A meeting of the Board of Directors shall require the presence of two-thirds (2/3) majority of the members present to constitute a quorum.
Section 6: Removal from Office
Any member of the Board of Directors who is absent from two (2) consecutive meetings of the Board without adequate reason, in view of the President, and with concurrence of the majority of the members of the Board of Directors, shall have his/her position terminated and declared vacant, to be filled in accordance with the provisions of these Bylaws. Any Board member shall automatically forfeit him/her position if he/she loses eligibility for membership or is expelled pursuant to other provisions of these Bylaws.
Any NTSHRM Board member whose conduct is deemed detrimental to the best interest of NTSHRM or who willfully violates its bylaws, rules or regulations may be suspended or expelled by the remaining Board of Directors. The process of removal works as follows: 1) The Board member will have his/her position suspended immediately pending an investigation; 2) An investigation will be initiated by the Bylaws Committee Chair within 15 days of notification to the Board of the violation or detrimental conduct. The Bylaws Committee Chair will select three committee members to perform the investigation and author a final report to the Board; 3) Upon completion of the investigation, the Bylaws Committee Chair will notify the suspended Board member via certified mail of the Committee's recommendation to the Board regarding expulsion. The Bylaws Committee Chair will notify the Board in writing of the Committee's recommendation regarding expulsion; 4) The suspended Board member will have 30 days from the date of the certified letter postmark to request a hearing before the Board. The request must be in writing to the President of NTHSRM: 5) The Board will schedule a hearing within 30 days of receipt of a written request for hearing; 6) After the hearing or the passing of 30 days from the post mark of the certified letter to the suspended Board member, the remaining Board members will vote on the expulsion recommendation; 7) A decision to expel the Board member must be unanimous; and 8) The Board's decision to expel the Board member is final and not subject to appeal.
Section 7: Compensation
All members of the Board of Directors shall serve voluntarily and shall not receive any compensation for their services. Gifts of appreciation or other forms of honoraria do not constitute compensation.
ARTICLE VII - OFFICERS
Section 1 - Eligibility
Only members of NTSHRM in good standing and in compliance with all provisions of the Bylaws shall be eligible for elective office in NTSHRM. The elected officers shall be the President, Vice President, Secretary and Treasurer.
Section 2: Election and Term
The election of all officers shall be conducted by mail before the Annual Meeting pursuant to the steps outlined in Article VI, Section 2. The terms of all elected offices will be for one (1) year, commencing January 1st of each year, except the term of office for 1994/95 shall be extended to 1/1/96.
Section 3: Powers and Duties
A. President - The President shall be the Chief Executive Officer of NTSHRM and shall have general supervision over the business affairs of NTSHRM and its officers subject to the control of the Board of Directors. It shall be the duty of the President to preside at all meetings of NTSHRM and Board of Directors and to enforce all laws, rules and regulations relating to NTSHRM.
Additionally, it shall be the duty of the President to appoint a chairperson of all standing and special committees and to serve as ex officio member of said committees.
The President shall be an active member of ASHRM for the term of office. NTSHRM may subsidize the President's annual ASHRM dues based on need and per a unanimous vote of the Board of Directors.
B. Vice President - The Vice President shall assist the President in the discharge of his/her duties and, in the absence of the president or during the incapacity of the President, act in his/her stead.
C. Secretary - The Secretary shall record all official actions of NTSHRM and shall keep a register of the NTSHRM membership.
D. Treasurer - The Treasurer shall have general supervision of the financial operations of NTSHRM and shall prepare and submit an annual budget. The fiscal year of NTSHRM shall begin on the 1st day of January and end on the 31st day of December in each year.
Section 4: Vacancies
The Vice President shall temporarily fill a vacancy in the office of the President until a new President can be elected by a majority vote of membership. A vacancy in any other office shall be filled by appointment of the Board of Directors.
Section 5: Meetings
Meetings shall beheld pursuant to Article VI, Section 5.
Section 6: Removal from Office
Removal from office shall be governed by the guidelines in Article VI, Section 6.
Section 7: Compensation
All officers shall serve voluntarily and shall not receive any compensation for their services. Gifts of appreciation or other forms of honoraria do not constitute compensation.
ARTICLE VIII - COMMITTEES
Section 1: Standing Committees
The President, with approval of the Board of Directors, shall appoint the Chairperson of the following standing committees from among the members in good standing of NTSHRM. The Chairperson of each committee shall select members of his/her committee from among the NTSHRM members in good standing; the President shall approve such selections. The term of office for a Chairperson will be one (1) year. The Standing Committees are:
1. Bylaws/Legislation Committee
2. Education Committee
3. Membership Committee
4. Hospitality Committee
5. Website Committee
6. Newsletter Committee
7. Finance Committee
Section 2: Nominating Committee
The Nominating Committee will consist of three (3) members appointed by the President and approved by the Board of Directors. The Nominating Committee shall prepare a slate of candidates for the offices of President, Vice President, Secretary, Treasurer and one or two Directors, depending on whether or not the immediate Past President serves as a Director. At least two candidates will be nominated for each Director’s position. At least thirty days prior to the Annual Meeting, the
Secretary will forward the ballots to all members who have not picked up a ballot at prior chapter meetings for vote by mail.
Section 3: Special Task Force
Task Forces may be appointed by the President for special projects as authorized by the Board of Directors. A Task Force shall submit interim written reports of its activity to the President, if requested, and upon completion of the project shall present a report with conclusions and recommendations.
ARTICLE IX - AMENDMENTS
These Bylaws may be amended by a two-thirds (2/3) of the majority of mail ballots received or majority vote in assembly. Notice of proposed changes shall be sent to all members at least thirty
(30) days prior to such balloting. The Board may propose by the Board of Directors or by any member in good standing amendments with subsequent approval. Proposed amendments shall be filed with the President prior to the balloting.
ACCEPTED AND APPROVED: July 1998
Established: June 1988
Revised: May 1992
Spring 1993
October 1994
December 1995
July 1998
May 1999
December 1999
December 2002
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