OHIO ASSOCIATION FOR HEALTHCARE QUALITY BYLAWS Article I: Name The name of the association shall be the Ohio Association for Healthcare Quality. Article II: Authority The Association shall operate under Articles of Incorporation from the State of Ohio and all of the provisions of its bylaws, together with all amendments thereto. Article III: Mission, Vision and Objective Mission: The mission of the Ohio Association for Healthcare Quality is to improve the delivery of healthcare by advancing the theory and practice of quality management by supporting the professional growth and development of healthcare professionals. Vision: The Ohio Association for Healthcare Quality will be the statewide leader and recognized expert in the field of healthcare quality. Objectives: The objectives of the Association shall be: A. To provide an educational and professional organization of and for individuals involved in the pursuit of healthcare quality. B. To encourage, develop and provide continuing education for those persons involved in the quality of healthcare. C. To encourage active participation in national and local organizations. D. To facilitate communications and cooperation between members of the Association, and all members of the health care team, including other applicable professional and regulatory associations and /or organizations. 1
Section 4. This corporation is not, nor shall it ever become, a trade union or a collective bargaining agency. Article IV: Membership Notation: Preferred method of communication is via electronic means. Other arrangements for communication will be made upon individual notice. Membership shall be open to individuals who are interested in, involved in, and responsible for healthcare quality. These individuals are committed to the mission and vision of OAHQ. This includes those individuals who have retired from the healthcare quality profession. Any person desiring membership shall file a completed application for membership accompanied by appropriate dues. Qualified persons shall not be denied membership because of race, religion, sex, national origin or political affiliation. Section 4. Only members of the Association shall be privileged to vote. Article V: Dues Dues shall be payable on an annual cycle beginning January 1 of the year. Membership shall automatically terminate with expiration of the dues on December 31 of the year. Dues are set by the Board of Directors. Article VI: Representatives of the Ohio Association for Healthcare Quality It is the intent of OAHQ to have members from all areas of the state of Ohio represented on the Board. Each representative must be a member of the Association. 2
Article VII: Officers The elected officers of the Association shall be a President, President-Elect, and Treasurer. The President and President-Elect shall serve a term of one year. The Treasurer shall serve a term of two years. All elected officers must be a member of Ohio Association for Healthcare Quality. The Secretary of OAHQ will be filled by OAHQ s Administrative Assistant. Should the Administrative Assistant no longer be employed, the position will be appointed by the Board until the Membership re-establishes Secretary as elected position. Officers shall assume their duties January 1 following their election. New officers will be presented at the Annual Meeting in the spring. Section 4. Each officer shall serve no more than two consecutive terms in the same office. In the event of a vacancy in the office of the President, the President-Elect will automatically assume all duties and responsibilities of the President. In the event another office becomes vacant, the Board of Directors shall name a successor at the next Board meeting. Section 5. Nominations and Elections A. The names of one or more members for each office shall be placed on the nomination ballot. The nominee shall prepare a pertinent biographical sketch of their professional activities and services to the Association to be included with the ballot. Provision shall be made on the ballot for write-in candidates. B. At least thirty days prior to the election the ballot is sent to the member s email address on record at the Association unless other means of communication has been established. C. Ballots shall be tabulated and results announced by the Board President via the newsletter and/or email. Ballots shall be retained by the administrative assistant for a period of six months and then destroyed. 3
D. Each officer shall be elected by a majority (51%) of the votes cast. A tie vote will be determined by the two names being placed in a container with the Board President drawing one name. This name shall be declared the winner. E. In the event of no nominations, the Board of Directors shall name a successor at the next Board meeting. Section 6. Duties of the Officers A. The President shall: (1) Preside at all meetings of the Association and Board of Directors. (2) Appoint standing and special committee/interest group team leaders. (3) Be an Ex-officio member of all committees. (4) Represent the Association when requested by outside groups. (5) The President, President-Elect and the Treasurer will be designated as signers on all signature cards for banking, savings and other financial documents. The elected Officers of the Board will approve all checks greater than $2,500.00. B. The President-Elect shall: (1) In the absence of the President, perform those duties. (2) In the event the President cannot fulfill the tenure of office, complete remainder of unexpected term. (3) Perform all duties assigned by the President and become familiar with and prepare for duties of the office of the President. (4) The President, President-Elect and the Treasurer will be designated as signers on all signature cards for banking, savings and other financial documents. The elected Officers of the Board will approve all checks greater than $2,500.00. 4
C. The Treasurer shall: (1) Assume accountability for the receipt and management of all monies of the Association. (2) Maintain financial records of the Association. The Treasurer will maintain the checkbook and the standard checks. Checks of a value greater than $2500.00 will require Board approval. (3) Prepare and submit a quarterly financial report to the Board of Directors. (4) Direct and approve the preparation of tax reports. (5) Prepare and submit an annual report at the Association s annual meeting. (6) Prepare for an outside audit every two years at the end of the term. (7) The President, President-Elect and the Treasurer will be designated as signers on all signature cards for banking, savings and other financial documents. Article VIII: Meetings An annual meeting of the Association shall be held each year. Business at the annual meeting shall include reports of officers and teams and introduction of new officers elected at the previous election. The Association may hold educational seminars for members and non-members as directed by the membership and/or the Board of Directors. Article IX: Board of Directors The Board of Directors shall consist of the: A. Elected officers B. Immediate Past President C. OAHQ representatives participating as leaders of the organization in functions such as membership, newsletter. 5
The Board of Directors shall: A. Carry out the business of the Association between annual meetings. B. Approve all presidential appointees provided in these Bylaws. C. Adjustments in the amount of dues must be approved by a majority of the Board members voting. D. Hire/Appoint an administrative and/or technical support staff to perform duties as assigned necessary to support the organization. The Board has the authority to assign and fix their compensation, duties and responsibilities of staff at their discretion. E. Perform such other duties as specified by the members at the annual meeting. F. May remove, by a majority of the Board members voting, any member of the Board if it is deemed that said member has not fulfilled the duties of her/his office. Meetings of the Board of Directors A. Meetings of the Board shall be held at a minimum annually at a time and place designated by the President. No meeting shall be closed to any member in good standing desiring to attend. Only Board members may vote on matters and issues before the Board for consideration and action. B. Special meetings may be called by the President or any Board Member. C. Any Board member who is deemed as failing to perform the duties of her/his role, in accordance with these Bylaws, may be removed and replaced. D. A quorum is required by the Board of Directors to approve Association recommendations. This shall consist of a majority of the members of the Board. E. An individual Board member does not have the authority to represent or speak on behalf of the Board unless directed by a majority vote of the Board. 6
Article X: Parliamentary Authority The rules contained in Robert s Rules of Order Newly Revised (current edition) shall govern the Association in all cases in which they are not inconsistent with these Bylaws and other rules adopted by the Association. Article XI: Amendments The Bylaws may be amended at any time by a majority of the members voting, provided the full membership has been notified of all proposed amendments at least 30 days in advance. Amendments may be proposed by an individual or the Board, but the Board maintains the right to take the amendments for a vote. The Bylaws shall be reviewed at least biannually. Article XII: Organization Miscellaneous All financial, educational and administrative records must be kept for seven (7) years. Section 4. It is the responsibility of all Board members, officers, contractors and volunteers to report concerns about real or suspected ethical violations or violations of law or regulations that govern OAHQ's operations. It is contrary to the values of OAHQ for anyone to retaliate against any Board member, officer, employee or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of OAHQ. Abide by the Code of Ethics for OAHQ. As a 501 c3 organization, a Board member cannot receive an individual gift. Article XIII: Dissolution In the event of dissolution of the Association, the assets shall be liquidated and distributed to a non-profit status organization qualifying under IRS Code 501(c) (3). None of the fund shall inure to the benefit of individuals. 7
Reviewed and/or revised and approved: 4/92, 2/93, 5/93, 5/94, 5/95, 5/96, 1/97, 3/97, 5/98, 5/99, 5/00, 5/01, 5/02, 5/03, 4/04, 4/05, 4/06, 2/07, 4/07, 4/08, 5/09, 5/10, 10/11, 5/14, 5/16 8