Bylaws

 

Bylaws of the

Georgia Society for

Healthcare Risk Management

Article 1: Name and Affiliation

Article 2: Purpose

Article 3: Membership

Article 4: Dues

Article 5: Meetings

Article 6: Officers

Article 7: Executive Board

Article 8: Committees

Article 9: Amendments

Article 1: Name and Affiliation

1.1 The name of the organization shall be the Georgia Society for Healthcare Risk Management (hereinafter called the "Society").

1.2 Affiliation with appropriate organizations may be developed or terminated at any time with the approval of the membership.

Article 2: Purpose

2.1 The purpose of the Society shall be taken from the mission statement which is: The Georgia Society for Healthcare Risk Management is committed to promoting healthcare risk management and enhancing the professional development of its membership through educational and networking opportunities. The Society’s mission shall be accomplished by:

A. Conducting educational programs and activities to strengthen and develop healthcare risk management programs and promote professional development;

B. Providing a forum for networking and communication among the members;

C. Developing professional relationships among members to facilitate free exchange of information and solution of mutual problems; and

D. Providing a forum on healthcare risk management issues and explaining the impact of these issues to other appropriate parties.

The Society is organized exclusively for charitable, scientific, and educational purposes as a not-for-profit organization. The Society shall conduct its business so that no part of its income and earnings shall inure to the benefit of any member, director, officer or other individual. Upon dissolution, any assets of the Society remaining after payment of just debts shall be distributed to any organization enjoying an exempt status under §501(c) (3) of the Internal Revenue Code or successor statutory authority, after approval by the Board.

 Article 3: Membership

3.1 Membership

Membership shall consist of persons in the following categories:

A. Employee of a healthcareprovider who is actively involved in the risk management and/or patient safety functions of that organization.

B. Employee who is actively involved in the risk management and/or patient safety function of: a healthcare system; a captive or risk management service company or program of a healthcare provider; a state, regional, or metropolitan hospital or healthcare association or medical association, provided that such a system, company, program, or association is under the control of healthcare providers; and who does not meet the criteria under 3.1.2.

C. Employee who is employed by a commercial insurance agency, insurance brokerage, insurance company, risk management and/or patient safety consulting firm, law firm or company that offers services or products to healthcare providers.

D. Faculty members and students pursuing health related studies in an area encompassing health care risk management.

E. Emeritus members who have been a member of the Society in good standing for at least ten (10) years and are retired from employment. Such member must be in good standing at the time of retirement and must request emeritus membership in writing. Emeritus members may not vote or hold any elected office in the Society

3.2 Establishment of Membership

A. Individuals are eligible for consideration for membership upon submission of an application for membership and job description, if requested.

B. Applications for membership shall be reviewed by the Membership Chair or Membership Committee. If review is conducted by the Membership Committee, a simple majority vote by the Membership Committee is required for each application.  In the absence of the Membership Chair or the Membership Committee the Board will fulfill the duties.

C. Membership becomes final upon payment and acceptance of dues as provided in Article 4.

3.3 Transfer and Change of Membership

All memberships follow the individual and are not transferable.

3.4 Termination of Membership

3.4.1 Resignation

Members may at any time resign from the Society by notifying the Secretary in writing.

3.4.2 Suspension or Expulsion

The Board of the Society may suspend or expel any member for cause, at any time, after giving such member the opportunity for a hearing before the Board. Any member suspended or expelled may be reinstated by the affirmative vote of a simple majority of the members of the Board present and voting.

For purposes of this subparagraph, the term "for cause" shall include, but not be limited to, the following:

A. Any violation of these bylaws; or

B. Any conduct on the part of said member that is prejudicial to the interests and welfare of the Society and its members.

3.4.3 Loss of Eligibility

Any member who, because of change of position, is no longer eligible for membership in the Society and who fails to re-establish such eligibility within 180 days of such change shall have his/her membership status changed or terminated. Any member terminated under this Article may reapply for membership after regaining eligibility. If such persons regain eligibility within the year for which dues have been paid, such dues will remain applicable.

3.4.4 Nonpayment of Dues

Members who fail to pay dues by January 31st shall be subject to termination.

Article 4: Dues

4.1 Annual dues of the Society shall be established by the Board. Dues are paid by the calendar year. New members shall be charged the full amount for dues paid anytime during the calendar year. Dues paid after the fall meeting shall be considered paid in full for the next calendar year.

4.2 All dues paid to the Society shall become property of the Society. No portion of the dues paid by any member shall be refundable if membership is terminated for any reason.

4.3 Membership renewal dues shall be due by January 1. Failure to pay dues by January 31 may result in termination of membership as outlined in 3.4.4 above.

4.4 Any funds or property that may be donated to further the work or programs of the Society shall become the property of the Society and shall be used for the purpose designated by the Society.

Article 5: Meetings

5.1 Annual Meeting

The Society shall meet at least annually for the transaction of the affairs of the Society. Such annual meeting shall be held at a time and place selected by the Board. A quorum as defined in 5.7 is necessary.

5.2 Other Meetings

The Society shall meet at least semiannually (in addition to the annual meeting) for the transaction of the affairs of the Society. Such meetings shall be held at times and places selected by the Board. Teleconferencing and internet meetings shall be acceptable forums for such meetings. A quorum as defined in 5.7 is necessary.

5.3 Special Meetings

Special meetings may be called by the Board of the Society. Special meetings shall be limited to consideration of subjects listed in the official call for such meetings, unless it is otherwise ordered by the unanimous consent of the members present and voting. A quorum as defined in 5.7 is necessary.

5.4 Notice of Meeting

The Program Chair shall notify the membership by e-mail of annual, semiannual, or special meetings no less than 30 days prior to the date of the meeting.

5.5 Parliamentary Procedure

All parliamentary procedures shall be governed by Robert's Rules of Order, Revised unless otherwise specified by these bylaws. The President Elect will serve as parliamentarian at all Society meetings.

5.6 Voting

5.6.1 Eligibility to Vote

Only members in good standing shall have the right to vote. Proxy voting shall not be permitted.

5.6.2 Voting Process

Voting may occur by persons in assembly, by mail ballot or by other mechanisms approved by the board. The Secretary shall use first-class mail or other mechanisms approved by the board.

5.6.3 Majority

Except as otherwise specified herein, all matters shall be settled by simple majority vote - a simple majority of mail votes returned or a simple majority of members voting in assembly.

5.7 Quorum

A quorum, for the purposes of voting, shall consist of no less than 20 percent of the members of the Society, based upon the number of members as of the preceding month.

Article 6: Officers

6.1 Eligibility for Office

Only members of the Society in good standing and in compliance with all provisions of the bylaws shall be eligible to serve as officers of the Society. The President and President Elect shall be members in good standing of ASHRM. Any member who has served on the board of directors is eligible to run for additional terms, subject to a total limit of six consecutive years on the Board of Directors.

6.2 Composition of Officers

The officers shall be the President, President Elect, Secretary, and Treasurer.

6.3 Election of Officers

The election of officers shall be conducted by e-mail or other mechanisms approved by the board. A ballot listing candidates proposed by the Nominating Committee and providing for write-in candidates shall be e-mailed, or sent by other mechanisms approved by the board, to each active member of the Society by the Secretary not less than 30 days prior to the annual meeting. The votes shall be tabulated by the Secretary and reported to the Board. Members who have been elected to office will be notified by the President as soon as the results have been tabulated and reported. In the event of a tie a run-off election will be conducted by e-mail, or other mechanisms approved by the board. The results of the election shall be binding and communicated to the membership at the annual meeting.

6.4 Terms of Office

Terms of office are outlined in, 7.4.

6.5 Duties of Officers

The duties of the officers and Board members are discussed in greater detail in the Operations Manual.

6.5.1 Duties of the President

The President shall serve as Chair of the Board. It shall be the President's duty to notify members of meetings, to preside at all meetings, to appoint special committees and committee chairs, and to supervise all activities of the Society. The President shall be an ex-officio member of the Society committees but may appoint the President Elect to represent the President at any or all committee meetings.

6.5.2 Duties of the President Elect

The President Elect shall work with the President and the Board and shall assume such responsibilities as the President and/or the Board may direct. The President Elect shall assume the duties if the President is absent and shall become the President of the Society should the President resign from office or become ineligible for active membership. The President Elect is charged with the responsibility of acquiring the skills and knowledge that may be necessary as preparation for assumption of the office of President. The President Elect shall be an ex-officio member of all committee meetings as proves feasible. The President Elect is responsible for publishing two editions of the Gazette, the Society’s newsletter. The President-Elect shall serve as Parliamentarian at all Society Meetings.

6.5.3 Duties of the Secretary

The Secretary shall keep minutes of all meetings of the Society and Board. The Secretary shall perform general correspondence and other secretarial duties for the Society as deemed necessary.

6.5.4 Duties of the Treasurer

The Treasurer shall deposit the Society's funds in a bank account held in the name of the Society and keep records of the source of all monies received and disbursed. The Treasurer will make proper obligations as shall be authorized by the President and the Board. The spending authority of the Treasurer shall be reviewed by the Board on an annual basis. The Treasurer shall also be responsible for having an independent audit performed on the Society’s financial transactions. The audit should be performed annually; on alternating years, by a board approved individual. The audit should be done on the same year the Treasurer’s term expires.

6.6 Reports

No less than annually, the President shall submit a written report to the Board. This report shall contain information on the fiscal status of the Society, personnel changes, and other information required by the Board.

Committee Chairs shall submit a report to the Board at each meeting of the Board.

6.7 Vacancies

6.7.1 If the office of President becomes vacant, the President Elect immediately accedes to the presidency for the duration of the unexpired term and shall continue to serve as President for the subsequent term.

6.7.2 If the office of President Elect becomes vacant, a President and President Elect shall be elected at the next regular election of the Society in accordance with these bylaws.

6.7.3 If both the President and President Elect become unable to perform the duties of their offices, the Board shall appoint, from the membership of the Board, a President pro tempore to serve for the remaining portion of the unexpired term of office. At the next regular election of the Society, a President and a President Elect shall be elected in accordance with the provisions of these bylaws.

Article 7: Executive Board

7.1 Eligibility for the Board

Only members of the Society in good standing and in compliance with all provisions of the bylaws shall be eligible to serve as members of the Board.

7.2 Composition of the Board

The Board shall be composed of the President, President Elect, Secretary, Treasurer, Immediate Past President, Membership Chair, Program Chair, Program Chair Elect, Nominating Chair, Sponsorship Chair, Internet Chair/Webmaster and Society Historian.

7.3 Election of the Board

The election of officers of the Society and Board members shall be conducted by e-mail. A ballot, listing candidates proposed by the Nominating Committee and providing for write-in candidates, shall be e-mailed to each member of the Society by the Secretary not less than 30 days prior to the annual meeting. The votes shall be tabulated by the Secretary and reported to the Board. The results of the election shall be binding and communicated to the membership at the annual meeting.

The Immediate Past President remains a member of the Board after completing the term as President. In the event the Immediate Past President is not able to serve, the most recent past president shall serve as a member of the Board.

7.4 Terms of Office

7.4.1 The President Elect shall be elected for a term of one year and shall take office as President at the end of the one year term as President Elect.

7.4.2 The Secretary and Treasurer shall be elected for a term of two years; however, they will be elected on alternate years in order to provide stability to the operations of the Board.

7.4.3 Committee Chairs and the Society Historian shall be elected and serve for a term of two years, however, they will be elected on alternate years in order to provide stability to the operations of the Board. The Program Chair Elect shall be elected for a term of one year and shall take office as Program Chair at the end of the one year term.

7.4.4 For all elected officers, Committee Chairs and Society Historian, the term of office begins immediately following the annual business meeting.

7.5 Duties

The Board has the responsibility to maintain the Society’s mission statement and to develop plans to meet the objectives of the mission statement to include establishing standing and ad hoc committees. The Board has the authority and responsibility to review the recommendations of these committees and approve, modify, or disapprove reports, resolutions, or actions of committees of the Society. The Board has the authority to make policy decisions for the Society, to approve disbursements, and to establish rules or procedures for the Society.

7.6 Quorum

A quorum for the Board shall consist of a simple majority of the members, excluding vacancies.

7.7 Voting

Voting shall be by a simple majority of those members present at the Board meeting.

7.8 Vacancies

The Board shall have authority to fill any vacancy that may occur on the Board, other than a vacancy in the office of President or President Elect, by appointment of an eligible member of the Society for the unexpired term. In the event the vacancy occurs during the first year of a two-year term, the appointment shall be subject to approval by a simple majority vote of the membership present at the next annual meeting.

7.9 Removal from the Board

Any member of the Board automatically forfeits his or her position on the Board if he or she loses eligibility for membership, is expelled from membership pursuant to these bylaws, or fails to fulfill the duties of his or her position on the Board as determined by majority vote of the Board.

7.10 Conflict of Interest

The members of the Board shall exercise the utmost good faith in all transactions relating to their duties in the Society. In their dealings with and on behalf of the Society, they are held to a strict rule of honest and fair dealings with the Society. They shall not use their position, or knowledge gained there from, so that a conflict might arise between the Society's interest and that of the individual. All acts of the members of the Board shall be for the benefit of the Society and shall refrain from any dealings that may affect the Society adversely. The members of the Board shall not accept any favor that might influence their actions affecting the Society or its members.

During their terms of office, members of the Board shall make full, prompt disclosure to the Society of activity, investment, or other interest that might involve obligations that may compete or conflict with the interest of the Society. The Board shall review all conflict of interest disclosures and take appropriate action.

Article 8: Committees

8.1 Standing Committees

A. Standing committees shall be the Nominating Committee, Program Committee, Membership Committee, Sponsorship and Internet Committee. The Chairs of these committees shall be elected from the membership at large as provided in Article 7 and shall be voting members of the Board.

B. All standing committees shall be composed of a minimum of three members. No more than 50 percent of the committee members may be from the Board. Each committee shall choose a Vice Chair who shall be empowered to attend meetings of the Board in the absence of the chair of his/her committee when appropriate.

C. Committee members will be appointed annually by the President, after consultation with each Committee Chair and within 30 days following the annual meeting.

D. Standing Committees shall meet at least annually. Additional meetings may be called by the Chair as needed.

E. A quorum for any committee shall consist of at least half of the members of the committee.

F. Voting will be by a simple majority of those present.

G. The specific responsibilities of the standing committees shall be as described below.

8.1.1 Nominating Committee

A. To solicit candidates for expiring positions on the Board by requesting, by e-mail at least 60 days prior to the annual meeting, members to nominate themselves or other members. The names of all nominees must be received by the Nominating Committee no later than 45 days prior to the annual meeting.

B. To nominate a slate of officers and members of the Board and to mail a ballot with the names of the nominees to the members at least 30 days prior to the annual meeting.

8.1.2 Program Committee

A. To plan the programs of all meetings and the annual educational conference.

B. To recommend and secure speakers and banquet arrangements.

C. To present a tentative schedule for programs for the year to the Board within 60 days after the annual meeting.

8.1.3 Membership Committee

A. To recruit and communicate with prospective members. To rule on eligibility of membership as established in Article 3. To make recommendations to the Board, as appropriate.

B. To advise the prospective member of the status of his/her application. To advise the Secretary, Treasurer and Internet Chair of new members accepted.

C. To maintain a complete and accurate membership list and application file.

8.1.4 Internet Committee

A. To maintain the Society’s web page and technical aspects of the online payment system and to respond and/or redirect mail received.

B. Suggest upgrades/improvements to the web page as deemed necessary.

8.1.5 Sponsorship Committee  

A. Act as liaison between sponsors of the Society and the Board.

B. Make recommendations to the Board on programs and projects of the Team.

C. Make recommendations to the Board for use of sponsor funds to meet the objectives of the Society.

D. To coordinate sponsor donations on behalf of and for the benefit of the Society.

8.1.6 Historian

  1.   Archive required historic documents of the Society in the electronic, transferrable format.
  2.   Coordinate with the appropriate Officer, Chair, or Committee for the receipt of required documents.
  3.   Within one month of the election, transfer all archived documents to the incoming Historian.

                        D.  Required Historical Documents include;

  • Meeting Minutes
  • Ballot Election Results
  • Board of Directors Meeting Minutes
  • Business Meeting Minutes
  • Approved versions of the Bylaws and Operations Manuals
  • Meeting Agendas
  • Meeting Rosters
  • Meeting Handouts
  • Approved Budgets
  • Annual filed tax forms or confirmation of electronic filing
  • Annual State of Georgia business license renewals
  • Updates to the Society’s tax exempt status (if any)
  • Any other important documents as deemed so by the President and/or Board

 

8.1.7 Special Committees

The President of the Society may appoint special committees as authorized by the Board to deal with special topics or areas of interest of the Society.

8.1.8 Meetings

Meetings of the committees shall be called as necessary by the chairperson to conduct the business of the committee. All committee recommendations to the Board of Directors shall be adopted by a majority of the members of the committee.

Article 9: Amendments

9.1 These bylaws may be amended, upon recommendation by the Board, by a simple majority vote of the members present and voting at an annual meeting of the Society or by e-mail ballot.

9.2 Notice of proposed amendments shall be sent to all members not less than 60 days in advance of the meeting. Notice of proposed amendments to be voted on by e-mail ballot shall be sent to all members at least 60 days in advance of the required return date.

9.3 Any member may suggest amendments to these bylaws. Such suggestions shall be reviewed by the Board for consideration of recommendation to the Society's membership. 

Approval

These bylaws were approved by a simple majority of the active members at the May 1994 annual GSHRM meeting.

Amended/approved by a simple majority of the active members by mail ballot. Reviewed May 1996.

Amended and approved by a simple majority of the active members at the annual meeting, April 1997.

Amended and approved by a simple majority of the active members at the annual meeting, May 1998.

Amended and approved by a simple majority of the active members at the annual meeting, April, 2002.

Amended and approved by a simple majority of the active members at the annual meeting, June, 2008.

Amended to reflect approved changes to Operational Manual at the September 2009 meeting.

Amended to reflect approved changes to Operational Manual at the September 2013 meeting

Amended and approved by simple majority of the active members at the annual meeting, May 2015.