Ohio Society of Healthcare Risk Managers Bylaws. interest that are proposed by other bodies within the OHA structure.

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1 Ohio Society of Healthcare Risk Managers Bylaws The Ohio Society of Healthcare Risk Managers is a Personal Membership Group of The Ohio Hospital Association (OHA) and an independent chapter of the American Society for Healthcare Risk Management (ASHRM). ARTICLE I NAME The name of the organization shall be the Ohio Society of Healthcare Risk Managers. The acronym shall be OSHRM. ARTICLE II PURPOSE AND OBJECTIVES Section 1. Purpose The Ohio Society of Healthcare Risk Managers has been organized to establish a forum for networking, education, and information for health care risk managers in the State of Ohio. Section 2. Mission To promote risk management, which protects human and financial assets, in a manner consistent with compassion, quality and costeffective health care. Section 3. Objectives A. To serve as a professional Society to develop a supporting network that will promote the exchange of information and assist with problem-solving. B. To provide education and resources to health care risk managers. C. To serve as the Ohio Chapter of the American Society for Healthcare Risk Management. D. To advance the concept of risk management in health care institutions and other health related institutions in other ways as deemed beneficial by the membership of this organization. ARTICLE III POWERS The Society may recommend policies within the area of its interests to OHA. It may also recommend programs and activities to be undertaken by the OHA, and may review and comment upon policies related to this area of interest that are proposed by other bodies within the OHA structure. Society policy statements shall be issued by the Board of Directors that maintain objectives and goals consistent with those of the OHA. The Society shall amend the bylaws, pass resolutions pertaining to any Society matter, and elect or appoint, as necessary, a Board of Directors from the membership to conduct other such business on behalf of the Society. ARTICLE IV MEMBERSHIP Annual dues of the Society shall be that established by the OHA and the Society Board of Directors. No portion of the dues paid by any member shall be refundable if membership is terminated for any reason. A. Active Member To qualify as an active member, one must: a) Be an employee of a hospital or b) health care system in the State of Ohio that is an organizational member of the OHA; or c) OHA corporate partner; or d) is contractually aligned with healthcare providers within the healthcare delivery system as provided by the Bylaws For Personal Membership Groups Of The Ohio Hospital Association or other such policies of the OHA. B. Other qualifications requireda) Perform risk management activities as an employee of an OHA member organization, or b) represent health care risk management interests as legal counsel, or c) Be employed in risk management activities by a hospital or health care system within the State of Ohio. Section 2. Establishment of Membership Membership in the Society shall become effective upon formal application to the Society, payment of dues specified by the OHA and OSHRM Board consistent with eligibility requirements. Dues may also be satisfied by an annual assessment to OHA Member Hospitals.

2 Section 3. Transfer of Membership Membership in the Society shall not be transferable to another person.. A member who changes institutional affiliation shall retain membership during the full term for which dues have been paid. Section 4. Termination of Membership A. Membership in the Society shall be terminated automatically for failure to pay dues within thirty (30) days of the date on which they shall become due and payable. B. Membership of any person, who, because of change of position, is no longer eligible for membership in the Society, shall be terminated at the end of the term for which dues have been paid. C. Board and/or committee responsibilities shall be terminated at the end of the term for which dues have been paid. ARTICLE V MEETINGS OF THE SOCIETY Section1. Membership Meetings A general membership meeting will be called as necessary or by written petition of the membership (at least ten active members), for the transaction of the affairs of the Society. It will coincide with an annual conference. District meetings may be held by the district representatives at least annually. Section 2. Special Meetings Special meetings of the membership may be called by the President or, in his/her absence, by the President-elect, or upon written petition of not fewer than 10 voting members. This petition shall recite the objective of the meeting. The President, through the Secretary, shall give notice no fewer than 10 working days before the proposed date of such special meeting to each member of the organization. Section 3. Quorum All Board members are expected to attend regularly scheduled meetings. A quorum of the Board and/or membership shall consist of the members present at any meeting, but at no time shall consist of fewer than six members of the Board. At least two of the members present shall be Officers. ARTICLE VI BOARD OF DIRECTORS Each member of the Board of Directors shall be an active member in good standing of the Society. Section 2. Composition The Board of Directors shall consist of two one directors, from each of the four established OHA districts, four at-large directors the immediate Past-president, the President, the President-elect, and the Secretary. Section 3. Powers The Board of Directors shall serve as a steering committee for the Society with the authority to set policy for the Society, establish rules and procedures, plan the educational programs, publish articles, maintain the web site in conjunction with the OHA, advise the President on committee selection, forward names of potential replacements prior to end of term, nominate and elect Officers, and to perform other tasks it deems necessary to carry out the objectives of the Society. All Board members are expected to show support and attend the annual conference(s). Section 4. Election and Term A. All members of the Board of Directors shall either be appointed in accordance with the provisions of these bylaws except in situations where there are multiple candidates for any one district representative position, in which case, each active member of the Society within that district shall be entitled to vote for the representatives from and for their district. a) The Board shall submit nomination ballots (for multiple candidates) to the general membership during the third quarter of each calendar year and shall impose a deadline for return of nominations no more than 30 days from the date sent. b) Ballots may be conducted electronically, but no ballot shall be valid if dated/postmarked after the deadline date stipulated. c) Ballots received by the deadline shall be counted by the Board and/or the OHA staff person and the results announced by mail to the membership.

3 d) Election/Appointment of district representatives and Officers shall be held prior to, or at, the year end meeting of the Board in preparation of the New Year. e) Elections resulting in a tie shall be resolved by the Officers Board of Directors. The Board voting shall continue until the tie is resolved. B. The Nominating Committee shall be responsible for the recruitment of replacement Board members, and ratification of all new District representatives shall go to members of that district. a) Officers shall be nominated by the Nominating Committee, with the input of all Board members, and elected by majority vote of the full Board. b) Board members may serve two terms of two years each, except as stated in Article VII, Section 3, or in cases of hardship by one time resolution of the Board with 2/3 majority vote of full Board. c) Beyond these stipulations, no member of the Board of Directors may succeed him/herself until one year has elapsed. d) Newly elected directors shall be encouraged to attend all regularly scheduled Board meetings that are held before their terms of office begin, but they shall have no voting privileges as Board members until assuming office. All new Board members will undergo Orientation by existing members. Section 5. Meetings The Board of Directors shall meet at the request of the President, but not less than once a year. All Board members are expected to attend all Board meetings If a Board member has a pattern of unexcused absences the Board may in its determination remove the Board member by approval of the majority of the Officers of the Board. It is acceptable for the Board of Directors to hold a telephone conference in lieu of a physical meeting taking place. Section 6. Legislative Advisor An OHA attorney shall provide legislative information as a nonvoting member of the Board on current legislative issues. ARTICLE VII BOARD OFFICERS To be eligible for election as an Officer, individuals must be an active member of the Society in good standing and a current member of the Board of Directors. Each Officer of the Board shall have served at least one year on the Board prior to being elected to an Officer position. Section 2. Officers The Officers of the Board shall be the President, President-elect, immediate Past-president, and Secretary. The President and President-elect must be members of ASHRM. The Presidentelect and Secretary shall be elected annually by the Board of Directors prior to, or at, the last Board meeting of the calendar year. Officers shall assume their duties at the next scheduled meeting of the New Year. The President-elect shall remain on the Board of Directors but shall vacate his/her district representative position upon election. District representative vacancies shall be filled in accordance with these bylaws. Officers are expected to attend all meetings of the Board and annual conference(s). Section 3. Term The President and President-elect shall each serve a one-year term, with the President-elect succeeding the outgoing President. The outgoing President shall automatically serve as Past-president. The Secretary may serve two consecutive one-year terms. Beyond these stipulations, no Officer may succeed him/herself in the same office until one year has elapsed. Section 4. Vacancies Should a vacancy occur in the office of President, the President-elect shall automatically serve as President for the remainder of the term of the previous President as well as the elected full term. Other vacancies shall be filled by appointment of the President with the approval of the majority of the Board. In the event a District cannot fill its vacancies, the President may appoint at-large representatives to fill the remainder of the vacant term. This at-large member need not be from the affected District. Section 5. Duties of Officers A. The President shall: a) Preside at all meetings of the organization, unless circumstances beyond control of the President prevent attendance, in which case the President-elect will preside. If neither the President nor the President-elect is available the meeting shall be postponed, with the exception of Educational meetings and Conferences for the general membership. b) Appoint or approve the membership of all committees.

4 c) Be an ex-officio member of all Board functions. d) Be charged with carrying out the purpose and objectives of the organization, e) Coordinate financial reports to the Board of Directors in conjunction with the OHA, f) See that all business affecting the organization is promptly dispatched or administered to the membership. g) Represent the Society (or appoint a Board member as applicable) to any committee of the OHA or other organization engaged by the OSHRM Board of Directors. h) Ratify elected or appoint individuals as applicable to fill district Board vacancies. i) Provide input and assist with information in the Blast- program for the membership in cooperation with the OHA. B. The President-elect shall: a) Serve as President in the absence of the President, b) Succeed as President at the expiration of the president s term or in the event that the office of President becomes vacant, c) Serve as chairperson of the Education Committee, C. The Secretary shall: a) Keep all records of the organization in suitable form and ready for reference, maintaining an up-to-date, complete roster of membership, in conjunction with the OHA. b) Record all minutes of the meetings, submit for approval those minutes at Board meetings, publish for the Board, and make available at request of the membership, c) Take care of all correspondence and direct communications with members and such other duties as would normally pertain to this office, D. Past-president a) Shall serve as a mentor for the newlyelected President, b) Shall serve and assist others on the Board as appointed by the President, c) Shall serve as chairperson of the Governance Committee. ARTICLE VIII BOARD COMMITTEES Section 1. Education Committee The President-elect of the Society shall serve as chairperson of the Education Committee. The Committee shall plan the annual education meeting(s) and such other educational programs the Society undertakes. Section 2. Governance Committee The Past-president of the Society shall serve as chairperson of the Governance Committee. This Committee shall be responsible for review and maintenance of the bylaws, policies and the coordination of strategic planning sessions for the Society. It is the responsibility of the Governance Committee to monitor and assure compliance with the current ASHRM Affiliation Agreement. Section 3. Nominating Committee The President shall appoint or approve a Nominating Committee, comprised of one District Representative for each established District. The Committee shall appoint a Chair, which the President must approve. The Nominating Committee shall comply with the processes as outlined is Article IV Section 4 (B). Section 4. Other Committees There shall be such other standing committees and adhoc committees as may be established and appointed by the President from the Board and/or membership of the Society, as necessary to carry on the work of the Society. ARTICLE IX AMENDMENT OF BYLAWS These bylaws may be amended, upon recommendation and approval of the Board of Directors, by a two-thirds vote, and with approval of the OHA. Notice of all amendments shall be conveyed to the general membership within 30 days of ratification of the Amended Bylaws. Initiation of proposals or requests to amend the bylaws may also come from the Board of Directors or by means of a formal petition signed by no less than 10 percent of the active general members of the Society. Amendments so proposed shall be filed with the President and the OHA representative. Revised:

5 4/10/84; 5/13/86; 7/12/88; 8/16/90; 11/20/92; 10/13/93; 12/99; 10/04; 8/05; 11/08; 9/11; ; 10/31/14