Society of Ohio Healthcare Attorneys BYLAWS ARTICLE I - NAME The name of this organization shall be the Society of Ohio Healthcare Attorneys (the Society) of the Ohio Hospital Association (OHA). ARTICLE II - PURPOSE AND OBJECTIVES The Society shall carry out the objectives of the OHA according to principles, policies, standards and procedures as set forth in the governing documents of the OHA. The Society shall be subordinate to and subject to the authority of OHA and the OHA Board of Directors. The purpose of this Society shall be to advance the field of healthcare law through these objectives: A. To provide a forum for the exchange of information among attorneys serving Ohio healthcare providers; B. To present relevant educational programs; C. To monitor emerging legal issues and developing case law; and D. To do all things appropriate to the furtherance of the above stated purpose and objectives. ARTICLE III - POWERS The Society may recommend policies within the area of its interest to the OHA and may review and comment upon policies related to the Society s area of interest which are proposed by other divisions within the OHA. Society policy statements shall be issued through the OHA with final approval of the OHA Board of Trustees. The Society may issue publications to accomplish its purpose and objectives, consistent with the goals of the OHA. The Society may recommend programs and activities to be undertaken by the OHA. ARTICLE IV - MEMBERSHIP Section 1. Classes of Membership The membership of the Society shall consist of two classes: Active Personal Membership and Associate Membership. Section 2. Active Personal Membership Any attorney who is employed by, serves as a board member of, or is retained as outside general or special counsel with regular continuous duties of representation for a provider of healthcare in the State of Ohio, or whose law firm represents a provider of healthcare in the State of Ohio on a regular basis, or any other qualified attorney as determined by the Board of Directors of the Society who is eligible for Personal Membership in the OHA, shall be eligible for Active Personal Membership in the Society and shall be referred to as a Member. 1
Section 3. Associate Membership. Any person who is either: (i) a legal assistant qualified through education, training, or work experience and employed or retained by an attorney, law office, governmental agency, provider of healthcare in the State of Ohio, healthcare entity located in the State of Ohio, or other business entity in a capacity or function which involves the performance of specifically-delegated substantive legal work requiring a sufficient knowledge of legal concepts, or (ii) admitted and regularly enrolled in an accredited Ohio law school and actively pursuing an approved course of study designed to lead to the award of a Juris Doctor degree; and who is sponsored by a Member shall be eligible for Associate Membership in the Society, and shall be referred to as an Associate Member. The Society, through its regional representatives, will reasonably cooperate with applicants in obtaining sponsors. Section 4. Establishment of Membership. Membership in the Society as either an Active Personal Member or Associate Member shall become effective upon formal application to the Society and payment of dues specified by the OHA. Section 5. Transfer of Membership Membership in the Society as either an Active Personal Member or Associate Member shall not be transferable or assignable to another individual. Section 6. Termination of Membership A. Membership in the Society as either an Active Personal Member or Associate Member may be terminated for failure to pay dues within 30 days of the date on 2 which such dues are due and payable. B. The membership status of any Member or Associate Member who, because of change of position, is no longer eligible for membership as an Active Personal Member or Associate Member, respectively, in the Society, shall be automatically terminated at the end of the term for which dues have been paid. Board membership and/or committee responsibilities of a Member shall be terminated at the time such Member becomes ineligible for membership as an Active Personal Member of the Society. Section 7. Membership Roster The Society, through OHA, shall maintain a Membership Roster, which shall contain the name and address of each Member and Associate Member of the Society. Only Active Personal Members of the Society whose names are reflected in the Membership Roster shall be entitled to vote on any matter properly submitted to the Members of the Society for their vote. Section 8. Vote of Members Each Active Personal Member of the Society shall be entitled to one vote on each matter submitted to a vote of the Society s Members. Associate Members in the Society shall have no vote. ARTICLE V DUES Annual dues of the Society shall be as established by the OHA for Type C or Type D Personal Members as identified in the OHA Code of Regulations. No portion of the dues paid by any Active Personal Member or Associate Member shall be refundable because the membership status of such Active Personal Member or
Associate Member is terminated for any reason. ARTICLE VI - OFFICERS Section 1. Eligibility Each officer of the Society shall be an Active Personal Member of the Society in good standing. Section 2. Officers The officers of the Society shall be President, Vice-President, Immediate Past President, and Secretary. Section 3. Election and Term Newly elected officers of the Society shall assume their duties at the beginning of the next calendar year, and shall serve for a term of two years, or until the earlier of their death, resignation, removal from office, or their successors have been duly elected and qualified. The officers of the Society shall be elected by the Board of Directors by mail ballot by no later than 30 days prior to the end of the calendar year. The votes shall be tabulated by the OHA staff and reported to the President, who shall inform those elected. The results of the election shall be promptly communicated to the membership of the Society. A plurality vote shall constitute an election, with a tie vote decided by lot. No Member shall hold the same office for more than two consecutive two-year terms, unless such limitation is first waived by the Board. Section 4. Duties of Officers The officers shall perform the duties customarily performed by such officers and 3 by the parliamentary authority adopted by the Society, or authorized by the Board of Directors. Section 5. Specific Duties of Officers President and Vice President. The President shall preside at all meetings of the members and Board of Directors of the Society. The President shall have general supervision, management, and oversight of the Society, and shall perform all duties usually incident to the office of President or that may be imposed or required by the Board of Directors. In the absence of the President or the inability of the President to act, the Vice President shall discharge the duties of the President and shall perform such other duties as shall be determined by the Board of Directors. Secretary. The Secretary shall: (a) keep the minutes of all of the meetings of the members and Board of Directors; (b) give notice of all meetings of the members and Board of Directors; (c) keep such books as may be required by the Board of Directors, including a registry of the members of the Society; and (d) in general, the Secretary shall perform all duties pertaining to such office as may be required by the President of the Board of Directors from time to time. Upon the expiration of the Secretary s term of office, the Secretary shall deliver all books, papers, and other property of the Society in the Secretary s possession or under the Secretary s control to the President or to the Secretary s successor in office. Section 6. Removal from office Any officer may be removed from office by
the vote of a 3/4 majority of the Board present at a meeting of the Board called for such purpose. ARTICLE VII - MEMBERSHIP MEETINGS Section 1. Annual Meeting The annual meeting of the Society shall be held in the Fall of each calendar year on a date, at a time, and at such place within the State of Ohio as determined by the Board of Directors. The purpose of the annual meeting shall be for the consideration of any reports to be presented at such meeting. Notice of such annual meeting shall state the time and place which such annual meeting shall be held and shall be mailed to Active Personal and Associate Members in good standing at least 30 days prior to the annual meeting. Section 2. Special Meetings Special meetings of the Society may be held whenever called by any of the following: the President; a majority of the Board of Directors; or by 25% of the Active Personal Members in good standing of the Society. Such special meeting shall be for the purpose stated in the notice of such meeting which shall be mailed to each Active Personal Member in good standing at least 30 days prior to the special meeting. Section 3. Quorum A quorum at the annual or any special meeting of the Active Personal Members of the Society shall consist of those Active Personal Members in good standing who are present at the meeting. Section 4 Meeting Locations 4 The annual meeting and any special meeting may be held at a location designated by the Board of Directors which may include a meeting held through telephonic and electronic mediums. ARTICLE VIII - THE BOARD OF DIRECTORS Section 1. Eligibility Each member of the Board of Directors shall be an Active Personal Member of the Society in good standing. Section 2. Composition The Board of Directors shall be comprised of the officers,two regional representatives from each of the four OHA districts and up to two at-large representatives. Section 3. Powers The Board of Directors shall have the authority to make internal policy decisions for the Society, formulate the yearly goals of the Society, establish procedures for implementing the goals and objectives of the Society, and exercise such other powers and authority as are necessary and proper to the operation of the Society. Section 4. Election and Term One regional representative from each OHA district shall be elected to the Society s Board of Directors annually by the Society Members from that respective regional district for a two-year term, commencing on January 1 of the year following the election. The election of the Board member from each OHA regional district shall be conducted by mail ballot, to be completed by no later than 30 days prior to the end of the calendar year. The votes shall be tabulated by the OHA staff
and reported to the President, who shall promptly inform those elected. The results of the election shall be communicated promptly to the membership of the Society. A plurality vote shall constitute an election, with a tie vote decided by lot. At its next meeting following the annual Board election, the Board may appoint up to two at-large representatives (each of whom must be an Active Personal Member of the Society in good standing) for a term of up to two years. No more than one at-large representative may be drawn from a single OHA district during such two-year term. Section 5. Meetings The Board of Directors shall meet at least once each calendar year. Additional meetings may be called as necessary by the President or upon written request of three members of the Board of Directors. Any meeting of the Board of Directors may be held through the use of the telephone or other communications equipment if all persons participating in the meeting can hear each other. Participation in such a meeting constitutes presence at such meeting. Section 6. Vacancies The office of a Director shall become vacant if the Director dies, is removed from office, or resigns, which resignation shall take effect immediately or at such other time as said resigning Director may specify. The remaining Directors, may, by a vote of the majority of their number, fill any vacancies in the Board, except that the Vice President shall assume the position vacated by the President. The Director elected to fill a vacancy shall serve until the expiration of the term or until the Director s successor is elected and 5 qualified. Section 7. Removal from office Any member of the Board of Directors may be removed from office by the vote of a three-fourths (3/4) majority of the Board of Directors present at a meeting of the Board called for such purpose. ARTICLE IX - COMMITTEES In addition to such other committees as the Board of Directors may from time to time authorize or appoint, there shall be the following standing committees: Executive Committee; Fall Conference Committee; and Winter Conference Committee. The President shall be an ex-officio member of all standing committees created by the Board of Directors, except any nominating committee. Unless otherwise stated in these bylaws, each standing committee shall consist of at least two (2) directors, one of which shall not be an officer. Any committee meeting may be held through the use of the telephone or other communications equipment if all persons participating in the committee meeting can hear each other. Participation in such a committee meeting constitutes presence at such committee meeting. Section 1. Executive Committee The Executive Committee shall consist of the officers of the Society. The President shall serve as Chairman of the Executive Committee. Between meetings of the Board of Directors, the Executive Committee shall exercise the Board s authority in the management of the affairs of the Society.
The Executive Committee shall cause minutes to be kept of its meetings, which minutes shall be submitted to the Board of Directors at the Board s next succeeding meeting. Section 2. Special Committees Such other committees shall be appointed by the President as the Board of Directors shall from time to time deem necessary. ARTICLE X - FISCAL AGENT OHA shall serve as the Fiscal Agent of the Society. As the Fiscal Agent of the Society, OHA shall receive, deposit, disburse, and account for the funds of the Society in such a manner as shall be determined from time to time by the Society s Board of Directors. ARTICLE XI - PARLIAMENTARY AUTHORITY The rules contained in the Robert s Rules of Order (Latest Revision) shall govern the meetings of the membership, the Board of Directors, and the Committees of the Society to the extent such rules of order are applicable andare not inconsistent with these bylaws and any special rules of order the Society may adopt. ARTICLE XII - AMENDMENT OF BYLAWS These bylaws may be amended upon recommendation of the Board of Directors and approval by a two-thirds vote of the Active Personal Members present and voting at any meeting of the Society. Notice of proposed amendments shall be sent to all members in good standing not less than 30 days prior to the meeting. Initiation of proposals or requests to amend the bylaws may come from the Board of Directors or from the Active Personal Members through a formal petition signed by not less than 10 percent of the Active Personal members in good standing of the Society. Amendment(s) proposed by petition shall be filed with the President at least 60 days prior to the meeting. Last revised August, 2010 6