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Article 1 – Name
The name of this corporation is the Virginia Society for Healthcare Human Resources Administration. For the purpose of identification and brevity, the Virginia Society for Healthcare Human Resources Administration shall be referred to as "VaSHHRA".
Article 2 – Purpose and Use of Funds
VaSHRRA’s is incorporated as a non-stock corporation under Chapter 10 of Title 13.1 of the Code of Virginia. Its purpose is to lead, develop and support its members in the health care industry, as they strive to maintain values and ethics, and attain their institutions’ goals in the delivery of outstanding human resources management. Notwithstanding the foregoing, VaSHHRA shall not operate in a manner that could jeopardize the federal tax-exempt status under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”). VaSHHRA shall use its funds only to accommodate these objectives, and no part of said funds shall inure or be distributed to or for the benefit of any individual member of VaSHHRA. VaSHHRA is an affiliate of ASHHRA.
Article 3 – Goals
The goals of the VaSHHRA are as follows:
- ORGANIZATIONAL DEVELOPMENT – Promote/maintain a professional organization that is responsive to the needs of its members.
- PROFESSIONAL DEVELOPMENT – Provide educational opportunities that will support the growth and development of human resource management skills to its members.
- PROFESSIONAL RELATIONSHIPS – Ensure positive working relationships with the Virginia Hospital & Healthcare Association, the American Society for Healthcare Human Resources Administration, other organizations, associations and societies.
- ADVOCACY – Monitor, review, communicate and actively represent legislative and policy issues on behalf of the membership.
- FISCAL RESPONSIBILITY – Carry out the above goals by utilizing resources available within the annual budget. VaSHHRA is organized exclusively for educational purposes as a not-for-profit association. It shall be so conducted that no part of its income or earnings will directly inure to any member or officer.
Article 4 – Membership
Section 4.1.ELIGIBILITY. Membership in VaSHHRA shall be defined as follows:
- REGULAR MEMBER – Regular membership shall be granted to practicing health care human resource professionals in a health care organization the primary focus of which is the delivery of patient care or the support of that activity. Healthcare human resource professionals who are not employed but who are actively searching for a healthcare human resource position (for a period not to exceed two years) also shall be granted regular membership.
- CONSULTANT MEMBER – Consultant membership in VaSHHRA shall be granted to individuals whose employer provides products & services to the human resource practitioner.
- STUDENT MEMBER – Student membership 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.
- HONORARY MEMBER – Honorary membership is granted to a former member who had at least ten years of membership in VaSHHRA in good standing and is no longer active in the practice of human resources-personnel administration due to retirement or disability. This status shall not be extended to anyone who is changing professions or jobs. The Executive Committee of VaSHHRA will formally recommend a retiree for honorary membership. Perquisites of honorary membership, which shall be at no cost, include VaSHHRA distributions and waiver of registration fee(s) for the annual meeting.
Section 4.2. LIMITATIONS ON VOTING PRIVILEGES/OFFICE. Only those individuals classified as Regular Members thirty (30) days prior to the date of a meeting shall be eligible to vote. Additionally, only Regular Members shall be eligible for elected office and shall be eligible for appointment to the Executive Committee.
Section 4.3. ESTABLISHMENT OF MEMBERSHIP.
- Membership in VaSHHRA shall become effective after approval of a qualified individual by the membership committee, as defined by classifications in Section 4.1, who has completed a formal application and paid initial appropriate membership dues.
- VaSHHRA membership is personal and not transferable to another person. Members who change their institutional affiliation may continue their membership status at the new institution.
Section 4.4. SUSPENSION AND EXPULSION. Any member whose conduct shall be found to be detrimental to the goals of VaSHHRA or who is found to have engaged in activities which violate its creed, may be suspended or expelled by a vote of the Executive Committee of VaSHHRA. The member whom the Executive Committee suspends or expels shall be entitled to receive in writing from the Executive Committee of VaSHHRA the specific charges which have led the Committee to take such action and shall, if the member so desires, be afforded an appeals hearing before a special committee appointed by the President. The decision of the special committee shall be final.
Article 5 – Dues
Section 5.1. VaSHHRA DUES. The annual dues and any other fees payable to VaSHHRA, shall be determined by the Executive Committee of VaSHHRA.
Section 5.2. ANNUAL DUES. New regular members may join VaSHHRA and shall owe no dues for the remainder of the calendar year. New regular members who join in the months of November and December shall owe no dues through December of the following year. As a condition of membership, all other members shall timely pay the dues and other fees owed.
Section 5.3. NON-PAYMENT OF DUES. Members who fail to pay dues within 60 days after due and payable shall have their membership automatically terminated.
Article 6 – Meetings of Members
Section 6.1. REGULAR MEETINGS. Regular meetings of members shall be held at least twice each year and more as designated by the Executive Committee. The notice of the meeting shall provide the time and location of such regular meetings.
Section 6.2. SPECIAL MEETINGS. Special meetings of members shall be held on call of the Chairperson, the President, or the Executive Committee. Only business within the purpose or purposes described in the notice of the meeting may be conducted at a special members’ meeting.
Section 6.3. REGIONAL MEETINGS. Each region will have a designated Chairperson. Regional meetings should be scheduled and held at least two times a year with a written summary of each meeting forwarded to the President. The format, structure and agenda of regional meetings will be determined by each region.
Section 6.4. MEMBERS’ LIST FOR MEETING. The Treasurer shall prepare an alphabetical list of the names of all its members who are entitled to notice of a regular or special members’ meeting. The members’ list for notice shall be available for inspection by any member, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at VaSHHRA’s principal office or at a place identified in the meeting notice in the county or city where the meeting will be held. A members’ list for voting shall be similarly available for inspection promptly after the record date for voting. A member, or the member’s agent or attorney, is entitled on written demand to inspect and, as provided by law, to copy a list, during the regular business hours and at the member’s expense, during the period it is available for inspection. VaSHHRA shall make the list of members entitled to vote available at the meeting, and any member, or the member’s agent or attorney, is entitled to inspect the list at any time during the meeting or any adjournment.
Section 6.5. NOTICE OF MEETINGS. Members shall be notified of meetings by mailing or, at the Executive Committee’s option and as permitted by law, sending a written notice by electronic transmission, no less than ten (10) nor more than sixty (60) days before the meeting date, except that members must be notified of a members’ meeting to act on an amendment of the Articles of Incorporation, a plan of merger, domestication, a proposed sale of assets pursuant to Va. Code § 13.1-900 or the dissolution of the corporation not less than twenty-five (25) nor more than sixty (60) days before the meeting date. The notice shall contain the time, date and location of the meeting. Notice of a special meeting must state the purpose or purposes for which the meeting is called.
Section 6.6. WAIVER OF NOTICE. A member may waive any required notice before or after the date and time of the meeting that is the subject of such notice. The waiver of notice shall be in writing, be signed by the member entitled to the notice, and be delivered to the secretary of the corporation for inclusion in the minutes or filing with the corporate records. Additionally, a member’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. A member’s attendance at a meeting also waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Section 6.7. CONDUCT OF REGULAR OR SPECIAL MEETINGS. The President, or in the President’s absence, the President-Elect shall serve as chairperson of any regular or special meetings of the members. If neither the President nor the President-Elect is available to preside at a regular or special meeting, the Executive Committee shall select a chairperson from among its members. The chairperson shall determine the order of business and have the authority to establish rules for the conduct of the meeting.
Section 6.8. VOTING IN PERSON. Except as provided in Article 8, members entitled to vote must do so in person at a regular or special meeting. No voting proxy voting shall be permitted.
Section 6.9. QUORUM. Ten (10) percent of VaSHHRA members entitled to vote shall constitute a quorum at any regular or special meeting when any matter is to be voted upon.
Section 6.10. VOTES NECESSARY TO TAKE ACTION. Unless otherwise provided by law, the Articles of Incorporation of VaSHHRA or these Bylaws, the vote of a majority of the votes entitled to be cast by the members present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members. Members shall be entitled to vote on any matters specifically provided for by these Bylaws.
Article 7 – Officers and Executive Committee
Section 7.1. OFFICER TERMS AND GENERAL QUALIFICATIONS. The officers of VaSHHRA shall be a President, President-Elect, Secretary, Treasurer, and Past President, elected annually for a two year term beginning January 1st of each odd-numbered year. Only Regular Members in good standing shall be eligible to serve as a VaSHHRA officer. The President, President-Elect, Secretary, Treasurer and Past President shall be members in good standing of ASHHRA.
Section 7.2. COMPOSITION OF THE EXECUTIVE COMMITTEE. The board of directors of VaSHHRA shall be referred to as the Executive Committee. The Executive Committee shall be composed only of all the elected officers of VaSHHRA. The Executive Committee shall have no fewer than 3 and no more than 6 members. Any individual who is a member of the Executive Committee by virtue of his election as an officer shall cease to be a member of the Executive Committee immediately upon loss of such office. At the effective date of these Bylaws, the members of the Executive Committee and the expiration of their terms shall be as follows:
Past President – Katy Reeves, term expires December 31, 2018
President – Jeanne Clark, term expires December 31, 2018
President-Elect – Carrie Gillard, term expires December 31, 2018
Secretary – Cathy Evans, term expires December 31, 2018
Treasurer – Terri Stevens, term expires December 31, 2018
Section 7.3. LEADERSHIP TEAM. The Leadership Team will consist of the members of the Executive Committee, Regional Representatives, and Committee Chairs.
Section 7.4. MEETINGS OF THE EXECUTIVE COMMITTEE. The Executive Committee shall meet as follows:
- A minimum of four (4) regular meetings of the Committee shall be held each year. Special meetings of the Executive Committee may be called by the President or by written request to the President by three (3) members of the committee. A majority of the votes cast in the Executive Committee meeting shall be necessary to adopt a motion; Executive Committee members may not vote on behalf of an absent member.
- In addition to the Executive Committee, other members of the Leadership Team may be required to attend Executive Committee meetings, however only members of the Executive Committee shall be entitled to vote on matters.
- A quorum of three Executive Committee members must be present for the Executive Committee to conduct business.
- Any action required or permitted by the Executive Committee may be taken without a meeting if each Executive Committee member signs a consent describing the action to be taken and delivers it to VaSHHRA.
- Members of the Executive Committee must be given reasonable notice of any regular or special meeting of the Executive Committee. Notice of such meetings of the Executive Committee may be made by electronic transmission.
Section 7.5. POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE. The Executive Committee shall manage the affairs of VaSHHRA in accordance with its governing documents. Duties of the Executive Committee include, but are not limited to, the following:
- Insuring the appointed Membership Committee acts upon all applications for membership;
- Acting upon the applications for Honorary membership;
- Acting upon expulsion of members;
- Acting upon all correspondence and communications;
- Determining dues and meeting charges;
- Filling officer vacancies and vacancies on the Executive Committee and other committees as prescribed in these bylaws;
- Making recommendations at meetings of the membership relative to matters which, in their opinion, the membership should decide;
- Approving the disbursement of VaSHHRA funds, or establishing guidelines by which officers shall exercise authority to disburse funds delegated to them by the Executive Committee;
- Approving duties of VaSHHRA officers and committee chairpersons in addition to those specific duties set out in this Article 7; and
- The taking of any other action by or on behalf of VaSHHRA not otherwise specifically enumerated by these Bylaws or as otherwise provided by law.
Section 7.6. DUTIES AND SPECIFIC QUALIFICATIONS OF THE PRESIDENT. The President shall be the Chief Executive Officer of VaSHHRA. The President shall preside and serve as chairman of all meetings of VaSHHRA and its Executive Committee and shall call such meetings as deemed necessary. It shall be the President’s duty to exercise supervision over the activities and welfare of VaSHHRA and keep in constant touch with the members of the Executive Committee relative to matters of policy. The President shall designate committees and appoint committee chairpersons. The President shall sign all checks in the absence of the Treasurer. The President will appoint a VaSHHRA member to act as a Liaison with VHHA & ASHHRA. The Liaison will attend the VHHA meetings and report information for the VaSHHRA web site and newsletter. The President shall be charged with the review and update of VaSHHRA’s long range goals and programs. The President shall perform other executive functions as may be required. In order to qualify for nomination and election as President, an individual must be the outgoing President-Elect. If the outgoing President-Elect is unable or unwilling to be nominated and elected as President, the members may elect another individual who meets the general qualifications of an officer as described in Section 7.1 above.
Section 7.7. DUTIES OF THE PRESIDENT-ELECT. The President-Elect shall act for the President during the absence or incapacity of the President; shall assist the President in any other way that may be requested by the President or the membership of VaSHHRA. The President-Elect may sign checks in the absence of the President and Treasurer. The President-Elect shall succeed to the Presidency upon completion of the term in office as President-Elect. The President-Elect is Chairperson of the Program Committee and insures that all meeting notices are distributed to the membership.
Section 7.8. INTENTIONALLY OMITTED.
Section 7.9. DUTIES AND SPECIFIC QUALIFICATIONS OF THE PAST-PRESIDENT. The Past-President shall assist with succession planning and program planning. In order to qualify for nomination and election as Past-President, an individual must be the outgoing President. If the outgoing President is unable or unwilling to be nominated and elected as Past-President, the members may elect another individual who meets the general qualifications of an officer as described in Section 7.1 above.
Section 7.10. DUTIES OF THE TREASURER. The Treasurer collects all dues, maintains VaSHHRA’s bank accounts in good order, makes authorized disbursements of funds; presents a financial report to the Executive Committee; maintains an up to date roster of members who have paid and not paid their dues; distributes an up to date roster once a year, and distributes dues notices. The Treasurer shall chair the Wage & Salary Survey Committee.
Section 7.11. DUTIES OF THE SECRETARY. The Secretary keeps minutes of all regular meetings of VaSHHRA and distributes them on a timely basis to the membership. The Secretary handles routine correspondence relating to the work of VaSHHRA and distributes notices, reports, ballots, etc., when directed to do so by the authorized officers acting on behalf of VaSHHRA. The Secretary keeps minutes of the Executive Committee meetings and distributes them with the Executive Committee meeting announcement. The Secretary shall serve as Chairperson of the Communications Committee and prepare newsletters, and other general publications.
Section 7.12. VACANCIES IN ELECTIVE OFFICERS. Vacancies of elective officer positions shall be filled as follows:
- Should a vacancy occur in the office of President during the President’s term; the President Elect shall succeed to that office and perform the duties thereof for the unexpired term.
- In the event another office becomes vacant, the unexpired term will be completed by an appointee of the Executive Committee.
- In the event the office of President and President-Elect is vacated simultaneously, the Executive Committee shall within ten (10) days prepare a slate of candidates to be submitted to the membership for a special election.
Section 7.13. RESIGNATION OR REMOVAL OF OFFICERS/EXECUTIVE COMMITTEE MEMBERS. An Officer/Executive Committee Member may resign at any time by delivering written notice to the Executive Committee, the President or the Secretary. Regular Members may also remove one or more Officers/Executive Committee Members with or without cause in accordance with the voting procedures prescribed herein.
Article 8 – Election of Officers
Section 8.1. NOMINATING COMMITTEE. The immediate Past President of VaSHHRA shall chair the Nominating Committee and shall be responsible for selecting two (2) VaSHHRA members to serve on this committee.
Section 8.2. PROCEDURE. The Nominating Committee will solicit the membership for interested candidates and will submit to the membership a slate of proposed VaSHHRA officers for ratification or rejection. Whenever feasible, the Nominating Committee shall recommend candidates for office who will give appropriate representation to the regional districts represented by the membership. The Nominating Committee shall send with each ballot a brief resume for each person nominated for office, indicating the individual’s background and general qualifications. The ballots will be distributed to the membership on or before October 1 of each even-numbered year and must be completed and returned to the Nominating Committee by October 21 of each even-numbered year.
Section 8.3. VOTING FOR OFFICERS. Voting for officers of VaSHHRA shall be by secret ballot. The Nominating Committee shall distribute by mail, or if authorized by the Executive Committee and as provided by law, by electronic transmission a ballot to each voting member by October 1st of each even-numbered year. The member shall complete and return the ballot electronically or by mail no later than October 21st of each even-numbered year. A majority of votes cast by that date will determine the result. Announcement of the new officers will be distributed to the membership.
Section 8.4. TERM OF OFFICE. New officers shall assume their duties for two calendar years beginning January 1st of each odd-numbered year. No officer of VaSHHRA may serve more than two (2) consecutive terms in the same office. Officers appointed by the Executive Committee to fill vacancies may be nominated to run for the same office and elected officers may be nominated to run for a different elected capacity in succeeding elections.
Article 9 – Committees
Section 9.1. COMMITTEES. The President may appoint the following committees:
- NOMINATING COMMITTEE – Shall present a slate of officers prior to the annual meeting. The immediate Past-President will chair this committee along with two (2) other members who should be appointed by the beginning of the year so that it can observe the activities of potential candidates.
- MEMBERSHIP COMMITTEE – Shall receive and review applications for membership in VaSHHRA and render decisions relating to such applications. It is responsible for identifying programs and processes necessary to attract and retain membership. This committee will consist of the regional representatives and the Membership Chairperson.
- PROGRAM COMMITTEE – Shall be responsible for planning and executing the programs for the regular and annual meetings. It shall consist of the President-Elect serving as Chairperson together with other members.
- COMMUNICATIONS COMMITTEE – Prepares VaSHHRA’s printed and electronic communications which may include a newsletter, social media, the website as directed by the Executive Committee. Promotes membership in ASHHRA.
- AUDIT COMMITTEE – Shall audit the books of VaSHHRA’s Treasurer at the close of their term as Treasurer. The committee shall consist of at least three members who are not officers of VaSHHRA. The Past President shall appoint the members and one of the members shall be an individual who is not a member of VaSHHRA. This individual should be a Chief Financial Officer, an Accountant or a CPA. An audit of the books shall occur if there is a change in the Treasurer’s position prior to the end of the year.
- BYLAWS COMMITTEE – Will be appointed annually and reviews annually the bylaws for possible amendments. The committee shall also present to the membership any proposed amendments as outlined in Article XII.
- LEGISLATIVE AND LABOR RELATIONS COMMITTEE – Shall be responsible for monitoring national and state legal developments and researching, developing, and establishing advocacy programs that will meet the needs of the membership, profession and the health care industry in conjunction with VaSHHRA. This committee shall also be responsible for keeping VaSHHRA updated on all areas of labor relation developments throughout the various regions.
- EDUCATION COMMITTEE – Shall consist of an appointed Chairperson and the Leadership Team. The committee shall plan and provide educational opportunities to membership and prospective members. The committee shall publicize the availability of scholarship opportunities and award scholarships annually.
- BUSINESS PARTNER COMMITTEE – Shall solicit partners/vendors for the conferences and publicize these events and other VaSHHRA partnership/vendor opportunities.
- CHAPTER AWARDS SUBMISSION COMMITTEE – Shall consist of an appointed Chairperson and the Leadership Team. This committee is responsible for gathering and submitting required information to ASHHRA for Chapter Awards on an annual basis.
- SPECIAL COMMITTEES – May be appointed by the President from time to time as occasions arise. The term of office for these committees shall be designated by the President but in no case shall the tenure of such special committees extend beyond the current administrative year; however, the incoming President may reappoint any of the special committees upon taking office.
- WAGE AND SALARY SURVEY COMMITTEE – Shall conduct a wage survey at least annually and distribute to the participating members.
Article 10 – Reports
Each committee chairperson shall submit to the President an annual report following the last regular meeting reviewing significant accomplishments of their committees during the year. The Outgoing President shall prepare and submit to the membership an annual report of VaSHHRA activities by December 31st.
Article 11 – Amendments to the Articles of Incorporation
Unless the law permits the Executive Committee to do so without member action, any amendments to the Articles of Incorporation of VaSHHRA must first be adopted by the Executive Committee and then submitted to Regular Members for their approval at a meeting of the members as provided by law. The notice of meeting must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and it must contain or be accompanied by a copy of the amendment. Such meeting and vote of the Regular Members shall be conducted in accordance with the Articles of Incorporation and Article 6 herein.
Article 12 – Amendments to the Bylaws
Members of the Bylaws Committee or Regular Members may recommend amendments to the Bylaws by presenting any such proposed amendment in writing to the Executive Committee. The proposed amendment shall be voted upon at the next regular or special meeting of the members conducted in conformity with these Bylaws. Such meeting and vote of the Regular Members shall be conducted in accordance with Article 6 herein. An amendment to the Bylaws shall require an affirmative vote of more than 1/2 of all votes cast by the Regular Members.
Article 13 – Finances
The Virginia Society for Healthcare Human Resources Administration is organized as a not-for-profit association. The Executive Committee shall be responsible for reasonable care in controlling the finances of VaSHHRA. The fiscal year of VASHHRA is January 1 to December 31. In the event of dissolution, or winding up of the Virginia Society for Healthcare Human Resources Administration, all funds and assets remaining after any debts and liabilities have been cleared shall be donated to the American Society for Healthcare Human Resources.
Article 14 – Creed
Membership in the Virginia Society for Healthcare Human Resources Administration carries with it the high personal requirements: to provide assistance and guidance to other VaSHHRA members upon reasonable request and to honor all confidences; to keep free from partisan influence; to be willing to serve VaSHHRA in any capacity when called upon; and maintain the high moral and ethical standard of our profession.
I, Jeanne Clark, President of Virginia Society for Healthcare Human Resources Administration (“VaSHHRA”), organized and existing under the laws of Virginia, hereby certify that the foregoing is a true correct, and complete copy of the By-Laws of VaSHHRA duly adopted by its Executive Committee and the Membership.
Given under my hand and the seal of VaSHHRA at Spring Meeting this _______ day of ______________, 2017.