GNHAMA Bylaws
CONSTITUTION AND
BYLAWS OF THE
THE GREATER
NORTHWEST HEALTHCARE ACCESS MANAGEMENT ASSOCIATION, INC.
PREAMBLE
The Greater
Northwest Healthcare Access Management Association, Inc. (GNHAMA) is
a regional organization of professionals providing educational
resources for the patient access services field and promoting
recognition for healthcare access managers.
Established in
1967, GNHAMA serves as a regional source of technical information on
changes and trends in healthcare that affect the processes and other
responsibilities.
GNHAMA is a
regional affiliate of the National Association of Healthcare Access
Management (NAHAM) representing the States of Alaska, Idaho,
Montana, Oregon, Washington, and Wyoming.
ARTICLE I
NAME
The name of the
Association shall be the Greater Northwest Healthcare Access
Management Association, Inc. (hereinafter referred to as “GNHAMA”).
ARTICLE II
PRINCIPLE OFFICE
The principal
office of GNHAMA shall reside with the current association President
(“Central Office”). GNHAMA may have such other offices as may, from
time to time, be designated by the association President.
GNHAMA shall
function as a not-for-profit professional corporation and shall
perform any task necessary and proper to carry out or accomplish its
Mission Statement or any of its purposes.
GNHAMA
shall have power to collect and disseminate statistics and other
information, conduct investigations and studies, engage in fund
raising activities, seek grants for additional funding of projects,
conduct promotion activities, and establish and award grants or
scholarships.
ARTICLE V
AMENDMENTS
In order to
amend this Constitution, except as otherwise provided by law, the
Membership may amend or repeal said Constitution by vote of the
majority of the current Individual Membership.
ARTICLE VI
BYLAWS
Bylaws
will hereinafter be adopted. Such Bylaws may be amended in all or
part, in the manner provided therein, and amendments to the Bylaws
shall be binding on all Members.
ARTICLE VII
DISSOLUTION
In the event of
Dissolution, the remaining assets of GNHAMA, after necessary
expenses related to the dissolution have been paid, shall be
distributed to such other not-for-profit organizations within the
health care delivery system as shall be determined by the Presiding
Officers.
BYLAWS OF THE
GREATER
NORTHWEST HEALTHCARE ACCESS MANAGEMENT ASSOCIATION
ARTICLE I
MEMBERSHIP,
ADMISSION, RESIGNATION AND EXPULSION
Section 1.
GNHAMA shall
have three categories of membership. Membership shall be
transferable. The designation of such categories and qualifications
of the members of each category are as follows:
A. Active
Membership: Persons having responsibility for managing, training or
consulting within the healthcare access continuum and other
healthcare professionals interested in patient access services.
These members are entitled to one (1) vote, serve as a member of a
committee and, when also certified, hold office or serve as a Chair
of a committee in accordance with these Bylaws.
B. Honorary
Membership: Limited to a retired person who has demonstrated
dedicated service to the Association or the patient access services
field. Upon approval by the Board of Directors, these members shall
be exempt from dues and shall not be entitled to vote or hold
office, nor serve as a committee Chair, but may serve as a committee
member.
C. Business
Partner Membership: Individuals working with business who service
the healthcare industry with particular relevance to patient access
services. These members are not allowed to vote or hold office, but
may serve as committee members.
Section
2.
Active and
Business Partner Membership shall become effective upon receipt by
the National Office of the specified dues and upon approval of the
completed application form by the National Office. Renewal of
membership requires meeting current membership qualifications and
payment of annual dues.
Section
3.
No member
entitled to vote on any matter submitted to a vote of the membership
may cast his or her vote by proxy.
Section 4.
Any member in
good standing may resign by submitting their resignation in writing
to the Treasurer. Under these circumstances dues for the current
year will not be refunded.
Section 5.
Any member of
GNHAMA charged with conduct detrimental to the objectives and
interests of GNHAMA or violation of its Constitution, Bylaws or
Rules and Regulations, may be suspended or expelled by vote of the
Board of Directors. Prior to such action, the member shall be
provided with a copy of charges preferred against him or her and
have the right to a hearing.
Section 6.
The rules
contained in the current edition of Roberts Rule of Order Newly
Revised shall govern in all cases to which they are applicable and
not inconsistent with the Bylaws or any special rules of order the
association may adopt.
ARTICLE II
MEMBERSHIP DUES
Section 1.
The annual dues
shall be payable on October 1, each year. The amount due for each
membership category shall be determined by the Board of Directors.
Section 2
All membership
dues shall be billed annually.
ARTICLE III
BOARD OF
DIRECTORS
Section 1.
The business
affairs of the GNHAMA shall normally be governed by a seven (7)
person Board of Directors consisting of all elected Officers. The
Officer positions are:
PRESIDENT-ELECT/PRESIDENT/PAST PRESIDENT.
This is a 3
(three) year term of office with 3 (three), one (1) year
increments.
One
(1) year term as President-Elect: In the absence of the President
and Past President or in the event of inability or refusal to act,
the President-Elect shall have all the powers of and be subject to
all the restrictions upon the President. When a vacancy occurs in
the office of President and Past President, the President-Elect
shall perform such duties as may be assigned to the President. The
President-Elect shall coordinate the spring and summer staff
education and the fall manager education conferences, as well as all
other education sessions.
One (1) year
term as President: The President shall be the Chief Executive
Officer of GNHAMA and shall, subject to the control of the Board of
Directors, have general supervision, direction and responsibility
for conducting the business and affairs of GNHAMA. The President
shall preside at all meetings, and shall be ex-officio member of all
committees appointed by the Board of Directors. The President shall
perform all duties incident to the office of President.
One (1) year
term as Past President: In the absence of the President or in the
event of inability or refusal to act, the Past President shall have
all the powers of and be subject to all the restrictions upon the
President.
SECRETARY /
HISTORIAN.
This is a two
(2) year term of office with one (1) increment.
One (1) year
term: The Secretary shall report to the President, carry out all
orders, votes and resolutions of GNHAMA, assist the Past President
during the election/nomination process and shall perform such other
duties as are incident to the office of Secretary or as are
delegated to this person by resolution of the Board of Directors.
The Secretary must be knowledgeable in Parliamentary Procedure and
assure that such protocol is followed in all meetings of GNHAMA.
The Secretary shall assure that records are maintained for all
meetings of GNHAMA and that copies of the minutes of each meeting
are provided to the President, other members of the Board, and for
publications in the newsletter. The Secretary shall cause all
required notices to be given in accordance with the Bylaws or as
required by law and shall keep the Seal of the Corporation and affix
it to all documents requiring a Seal.
One (1) year
term: The Historian reports to the President and shall have custody
of all correspondence, preserve and safeguard all important
documents. The Historian shall provide periodic news items for the
NAHAM Journal and Connections and publish the GNHAMA newsletter
after each Board of Directors meeting and fall general membership
meeting. The Historian shall also serve as Secretary in the absence
of or vacancy of the office of Secretary and shall perform all
duties incident to that office.
TREASURER/
MEMBERSHIP CHAIR.
This is a four
(4) year term of office with two (2) year increments.
1st
two (2) year term: The Treasurer reports to the President. All
monies received and expended for the use of GNHAMA are subject to
the approval of the President in accordance with the budget adopted
by the Board of Directors. Any checks in an amount equal to or
greater than $100.00 will need the signature of both the Treasurer
and President. The Treasurer shall assist the registered agent in
the completion and filing of the annual report, informational tax
returns, and other such documents which may be required by law, and
shall have other powers and perform such other duties as may be
prescribed by the Board of Directors or these Bylaws. The Treasurer
shall review Association expenditures and financial status on a
regular basis to ensure overall fiscal integrity and shall be in
charge of the annual budgetary process.
Books and records of the Association shall be audited as requested
by the Board of Directors and provide a certified financial
statement shall be made available to members upon request.
A biannual report shall be submitted to the Board of Directors by
the Treasurer. Association funds, property, books and vouchers in
the hands of the Treasurer shall be subject to the inspection and
control of the Board of Directors at any time. At the expiration of
the Treasurer term of office, the Treasurer shall deliver to the
President all GNHAMA books, monies, and other property in the
Treasurer possession within thirty (30) days.
2nd
two (2) year term: The Membership Chair reports to the President.
The Membership Chair shall be responsible for assisting the
Treasurer in all membership category maintenance, renewals,
recruitment records and activities. The Membership Chair shall also
serve as Treasurer in the absence of or vacancy of the office of
Treasurer and shall perform all duties incident to that office.
Additionally
the Board of Directors may seat two (2) Ad Hoc members from other
associations in the event of, and for a period of two years, after
assimilation.
Section 2.
If any board
position is vacant due to any circumstances other than the usual
secession to office, the vacancy in the office shall be filed by
appointment by the Board of Directors.
Section 3.
No officer may
be appointed to a position on the Board of Directors for a period of
two (2) years following expiration of their elected term of office
unless no other participates are available.
Section 4.
All officers
shall discharge the duties of their respective positions in good
faith and with that degree of diligence, care and skill which
ordinarily prudent persons would exercise under similar
circumstances in like positions. Failure to meet these requirements
may result in suspension or removal from office. Said action shall
require a vote of 2/3 of the entire GNHAMA Board.
Section 5.
Any officer may
resign at any time by giving written notice to the President or
Secretary. Any such resignation shall take effect upon receipt of
such notice or at any later date specified therein. The acceptance
of such resignation shall not be necessary to make it effective.
Section 6.
Elections shall
be held every odd year. Officer positions subject to election shall
be the President-Elect, Secretary and Treasurer. Nominees for
office must be current members. Nominees shall be announced to the
entire voting membership at the Fall General Membership Meeting,
voting shall take place by mail in ballot prior to the Spring Board
meeting. Election results shall be tabulated at the Spring Board
meeting, installation of new board members shall be at the summer
board meeting.
ARTICLE IV
MEETINGS OF THE
ASSOCIATION
Section 1
The Annual
Business Meeting of the members shall be held at the Fall Education
Workshop for the purpose of transacting such other business as
necessary. In addition the Treasurer will present the annual fiscal
report.
Section 2
Notice of
scheduled meetings and agendas shall be provided to all members. In
no event shall written notice of the schedule for the Board of
Director meetings and annual business meeting of members be given
less than fourteen (14) days prior to such meetings. Notice of
meetings shall state the place, day, and hour of any meeting and
shall be sent to each member at the member’s address as it appears
in the records of GNHAMA not less than thirty (30) days before the
date of the meeting. There are standing Board meetings at the close
of each quarterly meeting for the purpose of conducting business.
These standing meetings do not require additional notification of
membership.
Section
3.
There is no
quorum for meetings of the Association. Resolutions to be submitted
to the Active Membership for vote will require a majority vote of
all Active Members in attendance and voting.
Section 4.
Applications
for financial assistance to attend the annual NAHAM education
conference shall be made available as an award to one (1) GNHAMA
current member or GNHAMA regional affiliate current member. With
Board approval this award and financial assistance shall be only for
the full registration cost. Approval will be subject to
availability of funds.
Section 5.
GNHAMA shall
with Board approval provide full registration cost only for the
Association President and/or Regional Delegate (if a GNHAMA member)
to attend the annual NAHAM education conference. Approval will be
subject to availability of funds.
Section 6.
GNHAMA shall
with Board approval provide up to 40% of the travel cost for the
Regional Delegate, if a GNHAMA member, to attend the fall NAHAM
Board meeting. Approval will be subject to availability of funds.
Article V
SUSPENSION OR REMOVAL OF AN OFFICER
Suspension
from office for cause may be initiated at any time by the President
or Board of Directors pending removal action. Such suspension
action shall be reviewed by the Board of Directors. Removal from
office shall be enacted by the Board of Directors or by a majority
vote of the Active Members of the Association when concurred with by
the Board of Directors.
Article VI
BOARD OF DIRECTORS
Section 1.
The
Association shall be governed by a Board of Directors consisting of
all elected officers, the Association's immediate Past President,
Standing Committee Chairs, and Regional Delegates, who shall serve
with a vote. All Board members must be Certified Healthcare Access
Managers. The Executive Director, and Legal Counsel, if required
shall sit on the Board of Directors in an ex-officio capacity
without vote.
Section
2.
The
Board of Directors shall be empowered to act for the membership in
the management of the Association and shall have and exercise all
powers not inconsistent with any provisions of the Bylaws. The
Board of Directors shall (1) have and exercise general supervision
over the activities of all standing committees; (2) represent and
act on behalf of the membership, subject to such limitations as may
be imposed by the membership; (3) coordinate the activities and
general policies of the Association; (4) receive and act upon
committee reports; (5) implement policies of the Association not
otherwise the responsibility of other committees; (6) ensure the
membership is kept abreast of Association actions and activities;
(7) take all reasonable steps to ensure that the activities and
endeavors of the Association are professional and ethical; (8)
report at every membership meeting; (9) have such other functions as
are provided in these Bylaws or may be assigned to it from time to
time by the membership.
Section
3.
The Board of
Directors shall at a minimum meet immediately prior to the Annual
Meeting of the Membership.
Section
4.
Special
meetings of the Board of Directors may be called by the President at
any time. A special meeting must be called on the written request
of thirty percent (30%) of the Board of Directors, and the notice
must state the subject and the purpose of the meeting.
Section
5.
A
quorum for action of the Board of Directors shall be a majority of
its voting members in attendance, by mail, or by conference call.
No proxy voting is permitted. Action may be taken by majority
vote.
Section
6.
In
discharging its duties, the Board of Directors, when acting in good
faith, may rely upon financial statements of the Association
represented to them to be correct as stated in a written report
Section
7.
The assets of
the Association may be used in accordance with the directions of the
Board of Directors. The Board of Directors shall not, however,
incur any debt or liability, or a combination of debts or
liabilities, exceeding the net assets of the Association.
ARTICLE VII
ASSIMILATION OF
OTHER ASSOCIATIONS
Section 1.
Other existing
access management associations within the states of Alaska, Idaho,
Montana, Oregon, Washington, Wyoming may petition GNHAMA for
assimilation.
Section 2.
Upon
assimilation all memberships in the other associations shall be
honored by GNHAMA. Annual dues paid to the other association for
the current year shall be honored as dues paid to GNHAMA for the
current year.
Section 3.
The association
being assimilated has the right to choose, by whatever means
prescribed by their bylaws, two persons to sit on the Board of
Directors of GNHAMA as full voting members for a period of two years
from the date of assimilation.
Section 4.
The treasury of
the assimilated association shall be transferred to GNHAMA and be
held separate for a period of one year from the date of
assimilation.
Section 5.
At any time,
within the first year after assimilation, should the assimilated
association decide, by whatever means prescribed by their bylaws, to
reverse the assimilation process, that portion of the treasury
representing those members reverting shall be returned.
ARTICLE VIII
CERTIFICATION
PROGRAM
Section 1.
GNHAMA shall
provide CEU documentation for meetings and conference education.
Section 2.
Proctorship for
the CHAM and CHAA examinations may be provided on an annual basis.
ARTICLE IX
CORPORATE
RECORDS AND REPORTS – INSPECTION
Section 1.
Records. GNHAMA
shall maintain adequate and correct book, records, and accounts of
its business and properties. All such books, records and accounts
shall be kept at its place of business as fixed by the Board of
Directors from time to time except as otherwise provided by law.
Section 2.
Inspection of
Books and Records. All books, records, and accounts of the
corporation shall be open to inspection by the Board of Directors
and members in the manner and to the extent required by law.
Section 3.
Certification
and Inspection of Bylaws. The original or a copy of the Bylaws and
any amendments thereto, certified by the Secretary, shall be open to
inspection by the Board of Directors and members in the manner and
to the extent required by law.
Section 4.
Checks, Drafts,
Etc. All checks, drafts and other orders for payment of money,
notes or other evidences of indebtedness issued in the name of or
payable to the corporation shall be signed or endorsed by such
person or persons and in such a manner as shall be determined from
time to time by resolution of the Board of Directors.
Section 5.
The Board of
Directors may, except as otherwise provided in the Bylaws, authorize
any officer or agent to enter into any contract or execute any
instrument in the name of and on behalf of the corporation. Such
authority may be general or confined to specific instances. Unless
so authorized by the Board of Directors, no official, agent or
employee shall have any power or authority to bind the corporation
by any contract or engagement, or to pledge its credit, or to render
it liable for any purpose or for any amount.
ARTICLE X
CHANGES TO THE
BYLAWS
Section 1.
Any member may
propose a change to the bylaws by submitting, in writing, the
proposed change to the President.
Section 2.
The proposed
change shall be discussed and voted on at the next Board of
Directors meeting pursuant to Article IV, Section 3. Upon passage
the proposed change shall next be voted on by the entire membership
where a majority shall be required for passage.
ARTICLE XI
EDUCATION
SESSIONS
Section 1.
The
President-Elect shall coordinate all education sessions. All other
Board members shall provide assistance as required. All members are
encouraged to participate and assist in education.
Section 2.
GNHAMA shall
conduct a minimum of two membership education sessions (normally in
concurrence with Board meetings) and one management education
session (normally in conjunction with the membership meeting) each
year. It is encouraged that more staff education sessions are
conducted as often as possible and in different locations.
Section 3.
Location, dates
and subject matter of education sessions shall be published On the
association website.
THE FOREGOING
CONSTITUTION AND BYLAWS WERE APPROVED BY THE MEMBERSHIP .
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