ACHE-MN Bylaws

ARTICLE I – NAME

Section 1: Name.

The name of the Chapter shall be, American College of Healthcare Executives, Minnesota Chapter, hereafter referred to as ACHE-MN Chapter, and shall include, for purposes of uniformity, “an independent chapter of the American College of Healthcare Executives.” Hereinafter in these Bylaws, it will be identified as the “Chapter.” The American College of Healthcare Executives will be identified as “ACHE.”

ARTICLE II – MISSION AND AFFILIATION

Section 1: Mission, Vision, and Values.

The mission of the Chapter, in the territory designated by ACHE, is to be the professional membership society for healthcare executives; to meet its members’ professional, educational, and leadership needs; to promote high ethical standards and conduct; to advance healthcare leadership and management excellence; and to promote the mission of ACHE.

Our Mission:

To advance our members and healthcare management excellence.

Our Vision:

To be the premier professional society for healthcare executives dedicated to improving healthcare delivery.

Our Values:

As members of the American College of Healthcare Executives, we are committed:

Integrity:

We advocate and demonstrate high ethical conduct in all we do.

Lifelong Learning:

We recognize lifelong learning is essential to our ability to innovate and continually improve our organizations, our profession, and ourselves.

Leadership:

We lead through example and mentoring, and recognize caring must be a cornerstone of our professional interactions.

Diversity:

We advocate inclusion and embrace the differences of those with whom we work and the communities we serve.

Section 2: Affiliation with ACHE.

So long as this Chapter remains a Chapter of the ACHE, the Chapter shall operate in accordance with the ACHE Criteria for Chapter Status. Chapter Bylaws shall be further enacted as necessary to satisfy any governmental regulations. Any disbursement of funds shall be for services rendered to or for the benefit of the Chapter in meeting its purpose. All such payments shall be made in accordance with the Bylaws.

Section 3: Organizational Identity.

The Chapter is a distinct, separate entity from ACHE. The Chapter is therefore responsible for maintaining the chapter’s financial records, filing appropriate notices and forms with state and federal authorities, and maintaining necessary insurance coverage for the Chapter except where specific arrangements have been made for ACHE to serve as the Chapter’s registered agent. ACHE shall not be liable for the debts and obligations of the Chapter. The Chapter shall not be liable for the debts and obligations of ACHE.

ARTICLE III – MEMBERSHIP

Section 1: Eligibility.

All ACHE affiliates located within the chapter’s assigned geographic territory shall be members of the Chapter. Only ACHE affiliates are eligible to hold membership in the Chapter.

Section 2: Establishment of Membership.

Membership in this Chapter shall become effective when ACHE assigns an ACHE affiliate to the Chapter based on the location of the affiliate in accordance with the procedures of ACHE.

Section 3: Types of Membership.

Membership in this Chapter shall be the same as the ACHE membership categories in effect from time to time.

Section 4: Resignation.

A member may resign at any time, by providing written notice to the Chapter.

Section 5: Termination, Suspension or Expulsion.

The Chapter Board of Directors may suspend or expel any member for cause after giving such member the opportunity to have a hearing. Membership may be terminated by action of the Chapter Board of Directors as a result of violation of the ACHE Code of Ethics, nonconformity with the Chapter Bylaws, or conduct unbecoming a member, as determined by the Chapter Board of Directors. The Chapter Board of Directors may reinstate any member suspended or expelled.

ARTICLE IV – DUES

Section 1: Dues.

The Chapter shall not charge dues for membership in the Chapter. Dues shall be charged by and paid to ACHE in accordance with the dues schedule in force at the time.

 Section 2: Nonpayment of Dues.

Membership shall be suspended for nonpayment of dues at a time consistent with and in accordance with, the policies and procedures of the ACHE.

ARTICLE V – MEETINGS OF MEMBERS

Section 1: Meetings of Members.

The meetings of the Chapter membership shall be conducted in accord with Robert’s Rules of Order Newly Revised (latest edition), when the latter are not in conflict with these Bylaws or the Articles of Incorporation of the Chapter. Upon election of new board members, Robert’s Rules of Order Newly Revised (latest edition), will be available for review as part of onboarding and assimilation to board procedures.

Section 2: Business Meetings.

The Chapter shall conduct business meetings as determined by the Board of Directors. The annual meeting will be scheduled to coincide with the ACHE-MN Chapter Annual Conference in October/November. At a minimum, the Chapter Board of Directors shall meet at least four times per calendar year in person to conduct Chapter business. Chapter members are welcome to attend Board meetings. The Board of Directors may from time-to-time call for special Chapter meetings.

Section 3: Notice of Meetings.

Written notice stating the place, day and hour of the meeting shall be delivered to each member of record entitled to vote at such meeting, not less than five (5) or more than 60 days before the date of the meeting, by or at the direction of the president, or the secretary/tre

Section 4: Eligibility to Vote.

Only chapter members shall have the right to vote. Members may not vote by proxy. The Chapter may utilize any method of voting permitted by law. In addition, any Regent of ACHE who is a member of the chapter shall be an ex officio, voting member of the chapter board.

Section 5: Quorum.

A quorum shall consist of a majority of the Chapter Board.

Section 6: Special Business Meetings.

The Chapter Board may call special business meetings. Special business meetings shall be limited to consideration of subjects listed in the official call for such meetings

unless otherwise ordered by unanimous consent of the eligible voting members present and voting.

ARTICLE VI – CHAPTER BOARD OF DIRECTORS

Section 1: Administration.

The administration of this Chapter shall be managed by elected officers and directors that will be called the Chapter Board. The Chapter Board shall have authority and responsibilities for supervising the general operation of the Chapter Board in meeting its mission as stated in Article III.

Section 2: Eligibility of Directors.

Directors will be dues paying Chapter members and occupy a Minnesota healthcare leadership position.

Student Board Members are eligible for board appointment if they are:

• Current dues paying student ACHE members,
• Enrolled and active in ACHE-MN Chapter affiliated academic institutions (Currently: University of Minnesota and University of St. Thomas specified healthcare administrative programs);
• Recommended for appointment by previous Student Board Members or affiliated institution; and
• Majority vote by Directors.

 Section 3: Eligibility of Officers.

Officers must be dues paying Chapter members and completed at least one year as a Director. In addition to these requirements, the Chapter President and Chapter President-Elect must be ACHE board certified in healthcare management (Fellow distinction) as demonstrated by:

• Currently certified in healthcare management as a Fellow;
• In lieu of Fellow distinction, must be in the process of obtaining board certification in healthcare management (Fellow distinction) when appointed to Secretary/Treasurer position.
• Must obtain board certification prior to accepting President-Elect (or President) appointment.
• The Board may wave stated requirements as needed due to special circumstances: board mix, qualified candidates, academic, or medical professional credential/certification.

 Section 4: Board Composition.

The Chapter Board shall consist of at least three (3) elected Officers, as specified in Article VII, section 9, and a least two (2) elected Directors. In addition, any Regent of ACHE who is a member of the chapter shall be an ex officio, voting member of the chapter board.

Section 5: Chapter Board Meetings.

Regular meetings of the Chapter Board shall be held at least four (4) times during a year at such time, place, and mode of meetings as the President may determine. The President or any three (3) other Board members may also call special meetings of the Board.

Section 6: Notice.

Notice of any regular or special meeting of the Board of Directors shall be given to each Director 10 days prior to the meeting, if notice is delivered by U.S. mail, or 5 days prior to the meeting if notice is delivered by facsimile or electronic mail. Any Director may waive notice of any meeting.

Section 7: Quorum.

A majority of the Chapter Board of Directors shall constitute a quorum for any vote. In matters of conflict of interest in which an Officer or Director is the subject, the Officer or Director shall not be allowed to vote.

Section 8: Action of the Chapter Board.

Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, the act of a majority of those Directors present in person at a meeting, teleconference call or by other electronic means at which a quorum is present, shall be the action of the Chapter Board. The Chapter Board may not vote by proxy. In the event of a tie vote, the Chapter Board President shall break the tie.

Section 9: Term of Office.

The term for Directors shall commence on January 1^st and shall continue for a period of three years, or until replaced by a subsequent election. The terms of Directors shall be staggered such that no more than one-third of the Directors shall commence their terms on the same date. Directors are limited to serving on the Chapter Board two consecutive terms, at which time; there must be at least a one-year absence before a previous Director is eligible to serve once more.

Student Board Member shall commence their term in September of current year and term shall be completed June of the following year to reflect an academic calendar. Student Board members who are appointed and may serve two-year terms will commence in September and complete their 1 ½-year term in June of succeeding year.

Section 10: Chapter Officers.

The Chapter shall have three Chapter Officers, as follows:

• Chapter President. The Chapter President shall be the chief executive of

the Chapter, shall convene and preside over meetings of the Chapter Board or Meetings of Members, and shall serve as liaison with ACHE.

• Chapter President-Elect. The Chapter President-Elect shall substitute for the Chapter President in his or her absence or inability to serve and shall prepare plans for his or her term of office. The President-Elect shall advance to President at the completion of the preceding President’s term of office without an election once elected to the office of President-Elect.
• Chapter Secretary/Treasurer. After completing one-year as the Secretary/Treasurer, the individual shall advance to the role of President-Elect.

ARTICLE VII – ELECTIONS

Section1: Elections for Officers and Directors of the Chapter Board.

Chapter Officers and any Directors required to fill any vacancies shall be elected annually. Should an Officer or Director position become vacant during the calendar year, the Nominating Committee–consisting of the current Chapter Officers and one member appointed by the Chapter Board, and any Regent of ACHE who is a chapter member shall be an ex officio voting member as stated in ARTICLE VIII–Section 1:1.1,–shall be requested by the Chapter Board to develop a list of potential Directors and present a ballot to the members. Once elected, the new Director will complete the term-of-office of the previous member. With exception, should there be a vacancy or special need in a Committee Chair position, current active committee members may be appointed to Board of Directors with full voting privileges at the discretion of the Board without membership vote to serve a term of service to assist with the accomplishment of Chapter mission. Chapter Officers and Directors shall be elected by secret ballot at a meeting of chapter members, except when there is only one candidate for an office, in which case the Chapter Board President shall call for election of the candidate, by acclamation. When there are two or more candidates for an office, a majority vote of members shall constitute an election. Chapter Officers will be elected by the Chapter Board of Directors.

Section 2: Student Appointment to the Chapter Board.

Student Board Members are eligible for board appointment if they are:

• Current dues paying student ACHE members,
• Enrolled and active in ACHE-MN Chapter affiliated academic institutions (Currently: University of Minnesota and University of St. Thomas specified healthcare administrative programs);
• Recommended for appointment by previous Student Board Members or affiliated institution; and
• Majority vote by Directors.

Section 2: Regent’s Appointment to the Chapter Board.

The Minnesota Regent may appoint one member to the Board for a three-year term upon taking the position of Regent. This appointment shall be subject to the approval of the full Board in a simple majority vote. The Regent may ask for recommendations from the Nominating Committee, taking into consideration the Board’s current membership profile, The Board’s need for specific expertise in light of its strategic plan, and the representative mix of the Chapter’s membership. Should the Regent’s appointee not be able to fulfill his or her term-of-office, and/or a vacancy occurs between elections, the Regent shall appoint another to complete the term-of-office.

ARTICLE VIII – COMMITTEES

Section 1: Standing Committees.

1. Nominating/Leadership Committee. The Nominating/Leadership

Committee shall consist of current Chapter Officers and one member appointed by the Chapter Board, and any Regent of ACHE who is a chapter member shall be an ex officio, voting member. Nominating/Leadership Committee shall present a slate of Officers and Directors to the members of the Chapter no later than 90 days prior to the meeting (July/August each year) at which elections will be held, except for vacancies and Student Board members. Any eligible Chapter member may place his or her name in nomination as an Officer or Director by submitting a petition with the signatures of no less than five (5) percent of the Chapter membership requesting such nomination. The final slate shall be presented to Chapter members by notice of a meeting of the membership no later than 60 days prior to the meeting (August/September) so that the elected Board Members could participate in the strategic planning meeting held in December of each year.

• Finance/Audit Committee.

The Finance/Audit Committee shall consist of two (2) Chapter members appointed by the Chapter Board. The Finance/Audit Committee shall arrange and supervise an annual review and audit of the Chapter activities in accordance with generally accepted accounting principles and practices in December each year. Findings will be reported to the Board of Directors.

• Membership/Advancement Committee. The Membership/Advancement

Committee shall consist of at least two Chapter members appointed by the Chapter Board. The Membership/Advancement Committee develops a recruitment plan as well as helps advance ACHE affiliates within ACHE.

• Communications Committee. The Communications Committee shall

consist of at least two Chapter members appointed by the Chapter Board. The Communications Committee develops a communications plan and works with ACHE to develop a web site.

• Education/Program Planning Committee. The Education/Program

Planning Committee shall consist of at least two Chapter members

appointed by the Chapter Board. The Education/Program Planning Committee shall survey educational/professional needs and select educational programs.

• Event Coordination Committee. The Event Coordination Committee

shall consist of at least two Chapter members appointed by the Chapter Board. The Event Coordination Committee shall collaborate across Board committees to support initiatives and events that achieve Chapter mission.

Section 2: Local Program Councils.

The Chapter Board may create, establish terms, and appoint Chapter members to local program councils. Such councils shall conduct such Chapter business within a geographic area of the Chapter territory as determined by the Chapter Board, including arranging and sponsoring educational and networking events. The Chapter Board has overall oversight authority of the LPC’s activities.

Section 3: Other Committees.

The Chapter President may, with the concurrence of the Chapter Board of Directors, establish, specify duties, and appoint Chapter members to other committees as may be deemed necessary or advisable for effective administration of the Chapter. Members may serve one year on such committees and may be reappointed. The elected Minnesota Regent may, with the concurrence of the Chapter Board of Directors, nominate Chapter members to serve on ACHE committees.

ARTICLE IX – CONFLICT OF INTEREST

Section 1. General.

The Chapter Board and its Officers shall administer Chapter affairs honestly and economically and exercise their best care, skill, and judgment for the benefit of the Chapter and ACHE.  The Chapter Officers shall exercise the utmost good faith in all transactions relating to their duties for the Chapter. In their dealings with and on behalf of the Chapter, they are held to a strict rule of honest and fair dealings with the Chapter. They shall not use their position, or knowledge gained there from, so that a conflict might arise between the Chapter interest and that of the individual.

Section 2: Disclosure of Conflict of Interest.

Each nominee for a Chapter Board or committee position shall make written disclosure of any interest that might result in a conflict of interest upon nomination to office, before appointment to fill a vacancy in office, and annually thereafter. Such a written disclosure shall be made on such forms as may be adopted by the Chapter Board for that purpose.

ARTICLE X – AMENDMENTS

Section 1: Amendments.

The Bylaws may be altered or amended by majority vote of the Chapter Board

Section 2: Review of Chapter Bylaws.

Prior to enactment or modification, Chapter Bylaws will be reviewed and approved by ACHE in accordance with existing policies and procedures. ACHE and the Chapter shall maintain a record of all revisions to the Bylaws, including effective dates.

ARTICLE XI – DISSOLUTION

Section 1: Dissolution of the Chapter.

The Chapter may be dissolved at any general meeting of the membership by a three-fourths-majority vote of voting members present, providing such notice of intent shall have been communicated and provided each voting member at least 30 days prior to the meeting where such dissolution vote is taken.

Section 2: Chapter Assets.

In the event of the dissolution of the Chapter, all assets remaining after the settlement of any Chapter debts and obligations shall be distributed in accordance with the United States Internal Revenue Service Code governing dissolution of Non-Profit, Tax Exempt or For-Profit corporations.

ARTICLE XII – MISCELLANEOUS PROVISIONS

Section 1: Execution of Contracts.

The Chapter Board may authorize any Officer or Officers to enter into any contract or execute any instrument in the name of, and on behalf of, the Chapter, and such authority may be general or limited to specific instances.  No Officer, agent, or employee shall have any power or authority to bind or obligate the Chapter by any commitment, contract, or engagement, or to pledge its credits to render it liable for any purpose or in any amount unless duly authorized by the Chapter Board.

Section 2: Fiscal Year.

The fiscal year of the Chapter shall commence on January 1^st of each calendar year.

Section 3: Effect of Bylaws.

These Bylaws are in all respects subordinate to, and shall be controlled by applicable provisions of the corporate laws (profit or non-profit) of the State, other applicable laws, and the Articles of Incorporation of the Chapter. Except as these Bylaws may be inconsistent with such laws and Articles, they shall regulate the conduct of the business and affairs of the Chapter with respect to all matters to which they relate.