AFFILIATED STATE HEALTH CARE ASSOCIATION EXECUTIVES BYLAWS ***STATEMENT OF PURPOSE***

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1 AFFILIATED STATE HEALTH CARE ASSOCIATION EXECUTIVES BYLAWS ***STATEMENT OF PURPOSE*** The council of Affiliated State Health Care Association Executives (ASHCAE), established within the American Health Care Association (AHCA) and the National Center for Assisted Living (NCAL) shall serve as a representative body of professional long term care association executives, working in support of the goals and objectives of AHCA. ASHCAE shall develop recommendations to assist the Association to achieve its objectives. ASHCAE shall provide a forum for the exchange of ideas and the dissemination of information among its members and shall devise and support programs to improve their administrative abilities and professional competence. SECTION I - NAME This document is hereby adopted as the Bylaws of Affiliated State Health Care Association Executives hereinafter also referred to as ASHCAE. SECTION II - MEMBERSHIP 1. ASHCAE membership shall consist of two categories: a. Association chief executives or the deputy chief executive of an Affiliate Association in good standing. b. Honorary membership as may be granted at the discretion of the membership. 2. Members shall represent an AHCA Affiliate Association in good standing, thereby being current in all AHCA, NCAL and ASHCAE dues. 3. Honorary members shall be so designated by election of the Executive Committee of ASHCAE. SECTION III - OFFICERS Officers of ASHCAE shall be: a. President b. Vice President c. Secretary/Treasurer d. Immediate Past President SECTION IV - ELIGIBILITY TO SERVE IN OFFICE 1. Only the affiliate association chief executive may hold office. 2. The association chief executive must be from an AHCA affiliate association in good standing.

2 SECTION V - EXECUTIVE COMMITTEE 1. The ASHCAE Executive Committee shall consist of the officers and three members elected at large from the membership. 2. All members of the Executive Committee shall be elected at the Annual Meeting and shall serve a term of one year or until their successors are duly elected. Executive Committee members shall serve no more than two consecutive terms in the same office. SECTION VI - DUTIES OF THE OFFICERS 1. The President shall: a. Be the chief executive officer of ASHCAE and shall preside at all meetings; b. With concurrence of the Executive Committee, appoint members to respective committees, boards and task forces; c. Present a report on the activities of the membership at the Annual meeting; d. Be an ex-officio member of all committees and serve as Chairman of the Executive Committee; and e. Serve as a member of the AHCA Board of Governors. 2. The Vice President shall: a. Assume all powers and duties of the President in the absence of the President; b. Assume the office of President should a vacancy occur in that office and complete the unexpired term of the President; c. Oversee the State Executive Mentoring Program; and d. Serve as a member of the NCAL Executive Committee and by virtue of that position serve as a member of the NCAL Board of Directors. 3. The Secretary/Treasurer shall: a. Keep a record of all proceedings of ASHCAE; b. Maintain a current roster of all members of ASHCAE; c. Notify all members in writing of the Annual Meeting and other duly called meetings; d. Have oversight of the ASHCAE budget and make regular reports to the members of the status of accounts; and e. Be responsible for billing of dues, fees, and assessments of members and for the disbursement of such funds according to proper authorization. 4. The Immediate Past President shall:

3 a. Be available to assist other officers as called upon; b. Serve in a position as the President and Executive Committee shall request. 5. Should a vacancy occur on the Executive Committee through resignation, death or any other cause, a replacement shall be appointed by the President and confirmed by the Executive Committee, to serve the remainder of the unexpired term. SECTION VII - DUTIES OF THE EXECUTIVE COMMITTEE 1. The Executive Committee shall, in concert with the President, conduct the business of ASHCAE as might properly come before in between meetings of the membership. 2. The Executive Committee shall meet at least during the time of the Annual Meeting and at other such times as called by the President. 3. The Executive Committee shall be responsible for establishing an annual budget and approving of all revenues and expenditures of ASHCAE. SECTION VIII - DUES, FEES AND ASSESSMENTS 1. Annual dues will be recommended by the Executive Committee and approved by a majority vote of the membership present at a duly called meeting for which notice of a dues increase has been proposed. Dues will be uniform for all affiliates. 2. Fees and assessments, over and above membership dues for all members, may be recommended by the Executive Committee when necessary to provide continued functioning of ASHCAE or to meet needs identified as in the best interests of the organization. Fees and assessments must be approved by a majority of the membership at a duly called meeting for which notice of a fee or assessment has been proposed and are binding upon the membership. SECTION IX NOMINATIONS 1. The nomination process will close thirty days prior to the election and candidates will be notified that they have been placed on the ballot. a. All potential candidates for President, Vice President, Secretary/Treasurer and at-large seats on the ASHCAE Executive Committee shall submit their name to the Immediate Past President prior to the close of the nomination period. b. All nominees must be from a state affiliate in good standing. c. Prior to the Fall meeting, ASHCAE members will be notified in writing of the candidates whose names will be put forth on the ballot. d. All candidates may address the ASHCAE electorate for up to two (2) minutes. 2. The election will be held at the Fall ASHCAE membership meeting held in conjunction with the AHCA/NCAL Annual Convention. The election will be overseen by the Immediate Past President. 3. Nominations will be accepted from the floor at the Fall ASHCAE Membership Meeting. Nominations may be seconded, but do not require a second. Candidates nominated from the floor may address the ASHCAE electorate for up to two (2) minutes. SECTION X ELECTIONS

4 1. Election of the President, Vice President, Secretary/Treasurer and three At-Large Members selected by the ASHCAE membership will take place at the Fall ASHCAE Membership Meeting in conjunction with the AHCA/NCAL Annual Convention. 2. All elections shall be by secret ballot, except where there is but one candidate for an office. 3. Election shall be by majority vote in accordance with Robert s Rules of Order Newly Revised. If no candidate receives a majority on the first ballot, the candidate receiving the smallest number of votes shall be dropped, and balloting shall continue until one candidate receives the majority of the ballots cast. 4. The Teller s Committee shall be comprised of three state executives from one medium state, one small state and one large state, chosen by the Immediate Past President. 5. The President, with concurrence of the Executive Committee, shall appoint special committees and task forces as deemed necessary. SECTION XI - VOTING 1. Voting shall be by members representing Affiliate Associations in good standing only except that an association staff member of an Affiliate Association in good standing may, with a written proxy, vote on behalf of the affiliate represented. Only one vote per state is allowed. 2. Only ASHCAE members representing Affiliate Associations in good standing whose dues are current as certified by the Secretary/Treasurer shall be deemed eligible to vote. This provision also applies to votes cast by proxies. SECTION XII - ACTIVITIES The activities of the council of Affiliated State Health Care Association Executives shall be those in keeping with the Statement of Purpose found in these Bylaws. SECTION XIII - MEETINGS AND QUORUMS 1. The membership shall meet at least twice each year at an Annual Meeting which shall coincide, when possible, with the AHCA Annual Convention, and at one other meeting. Other meetings may be held as required. All meetings shall require at least thirty days written notice to members. 2. Agendas for meetings shall be developed by the President with input from members of the Executive Committee. 3. Meeting attendance shall be limited to members in good standing. 4. Those members present shall constitute a quorum to transact business at any meeting where thirty days written notice of the meeting has been given. SECTION XIV - RULES OF ORDER In cases of procedure, the Bylaws shall prevail. In case of procedural disputes, Robert s Rules of Order Newly Revised shall govern.

5 SECTION XV - DISTRIBUTION OF ASSETS Should ASHCAE be dissolved, remaining assets shall be distributed proportionately among members in good standing at that time. SECTION XVI - AMENDMENTS TO THE BYLAWS 1. The ASHCAE Bylaws may be amended at any full ASHCAE membership meeting. Proposed amendments shall be presented in writing to the full ASHCAE membership prior to a duly called meeting for which notice of amendments to the Bylaws has been proposed with appropriate notice. 2. It shall take a vote of two-thirds of the membership present to amend the Bylaws. Bylaws amendments so adopted shall become effective immediately. Within thirty days following the meeting at which Bylaws amendments are adopted notification of such Bylaw amendments will be sent to the full ASHCAE membership by electronic mail.