American College of Healthcare Executives - New Jersey

A NEW JERSEY NON-PROFIT CORPORATIO

  ARTICLE I – NAME

Section 1: Name.

The name of the Chapter shall be ”ACHE-NJ”, hereinafter and shall include, for purposes of uniformity, “an independent chapter of the American College of Healthcare Executives” having as its mailing address 71 South Orange Avenue, Suite 300, South Orange, New Jersey 07079.  Hereinafter in these bylaws it will be identified as the “Chapter”.  The American College of Healthcare Executives will be identified as “ACHE”.

Section 2: Nature.

ACHE-NJ shall be a non-profit corporation organized under the laws of the State of New Jersey exclusively for educational, professional development, legislative, fraternalistic and charitable purposes.

ARTICLE II – MISSION AND AFFILIATION

Section 1: Mission.

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.

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 chapter agreement in force at that time.  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.

Section 4: Purposes.

ACHE-NJ is organized for the following purposes:

1.      To encourage and promote the continuing education of the members in the theory and practice of healthcare administration.
2.      To participate in and to have an impact on the development of healthcare policy and legislation.
3.      To foster and promote the profession of healthcare administration and the advancement thereof in the American College Executives
4.      To foster and develop a sense of fraternalism and goodwill among its members.
5.      To act as a forum for the discussion of ideas relevant to the membership.
6.      To provide an instrument for professional development and affiliation in the American College of Healthcare Executives.

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 the ACHE.

Section 3: Categories of Membership.

Membership in this Chapter shall be with 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 ACHE.

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.

The Chapter Board of Directors may cause to be issued certificates, cards, or other instruments permitted by law evidencing membership in ACHE-NJ.  Such membership certificate, card, or other instrument shall be non-transferable, and a statement to that effect shall be noted on the certificate, card, or other instrument.  Membership certificates, cards, or other instruments, if issued, shall bear the signatures or facsimile signatures of an officer or officers designated by the Chapter Board of Directors and may bear the seal of ACHE-NJ or a facsimile thereof.

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 ACHE.

ARTICLE V – MEETING 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.

Section 2: Business Meetings

The Chapter shall conduct an annual business meeting and such other meetings of members as determined by the Chapter Board of Directors.

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 10 nor more than 60 days before the date of the meeting, by or at the direction of the president, or the secretary/treasurer.

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.

At all meetings, except for the election of officers and directors, the membership will vote by a showing of hands unless otherwise requested by a simple majority of the members present.  Written or electronically submitted ballots will be used for all elections of officers or directors.  A simple majority of the votes cast will be sufficient to carry any motion except a revision of the Bylaws.

The ACHE-NJ Board of Directors has the power to amend Bylaws.  An amendment to the Bylaws may be made at any meeting of members or directors providing the Secretary has given written notice of the proposed amendment to all members or trustees at least ten (10 days) prior thereto.  Such notice shall state that the proposed amendment will be considered at the next meeting.  An amendment shall become effective only if carried by an affirmative vote in person of two-thirds (2/3) of the members who are present and in good standing or by a vote of two-thirds (2/3) of the total number of trustees.

Section 5: Quorum.

A quorum shall consist of a majority of the Chapter Board of Directors and a minimum of five other members in good standing.

Section 6: Special Business Meetings.

The Chapter Board of Directors 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 of Directors.  The Chapter Board of Directors shall have authority and responsibilities for supervising the general operation of the Chapter Board of Directors in meeting its mission as stated in Article III.

Section 2: Eligibility of Directors.

Directors must be members in good standing of the Chapter whom have completed one year of membership.

Section 3: Eligibility of Officers.

Officers must be members in good standing of the Chapter who have completed at least one term as a Director. 

Section 4: Board Composition:

The number of Chapter Board members shall consist of the following 7 Officers plus the sitting Regent.  Each Chapter Board member shall hold Office until his or her successor is elected at the Annual Meeting of the membership, and duly qualified, subject to earlier termination by removal or resignation.  The Board shall consist of the four (4) Officers: President, President-elect, Secretary, and Treasurer; two (2) at-large members; and the Membership Chair.  In addition, any Regent of the ACHE who is a member of the chapter shall be an ex officio, voting member of the Chapter Board.  No more than one (1) Officer and one (1) Director position may be vacant.

Section 5: Chapter Board of Directors Meetings.

Regular meetings of the Chapter Board of Directors shall be held at least two (2) times during a year at such time, place, and mode of meetings as the President may determine.  The President or any 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 by declaration and recording in the minutes.

Section 7: Quorum.

One-half of the voting members 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 of Directors.

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 of Directors.  The Chapter Board of Directors may not vote by proxy.  In the event of a tie vote, the Chapter Board of Directors President shall break the tie.

Section 9: Term of Office.

Officers shall be elected annually by the members at the Annual Meeting.  Vacancies may be filled at any meeting of the Chapter Board of Directors.  Each officer shall remain in office until his or her successor is elected and qualified, subject to earlier termination by removal or resignation.  No Officer shall remain an Officer for more than 5 consecutive chapter years.  This is intended to provide opportunity to our chapter members for involvement.

Section 10: Chapter Officers.

President.  The President shall be the principal officer of ACHE-NJ and shall supervise and control all of the business and affairs ACHE-NJ.  The President shall preside at all meetings of the membership and the Chapter Board of Directors.  He or she shall have all such powers as may reasonably be construed as belonging to the chief executive of a non-profit corporation.  The President shall, unless otherwise provided by resolution by the members, appoint the Chairperson and members of all standing committees, all special or ad hoc committees in consultation with the Board and shall be an ex-officio member of all committees.

President-elect. The President-elect shall perform the duties of the President in the absence of the President or in the event of the President’s inability or refusal to act.  The President-elect shall act as liaison to the Program Planning Committee and shall forward all Program Planning committee recommendations.  The President-elect shall also forward action the the Board of Directors for approval and perform other duties as may be assigned by the President.

Treasurer.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of ACHE-NJ, and, in general, perform all of the duties incidental to the office of Treasurer including monitoring the annual audit and otherduties as may be assigned by the President or in consultation with the Chapter Board of Directors.

Secretary.  The Secretary shall keep the minutes and records of ACHE-NJ in appropriate books, see that all notices are given in accordance with these Bylaws or as provided by law, keep the seal of ACHE-NJ and affix same to corporate documents, post employment opportunities on the website and, in general, perform all duties incidental to the office of Secretary and such other duties as may be assigned by the President or in consultation with the Chapter Board of Directors.

First Member-At-Large. The First Member-At-Large shall act as chair to the Scholarship Committee as well as the Wishes Come True Committee and shall forward such Committee recommendations and actions to the Chapter Board of Directors for approval.  The First Member-At-Large shall also perform other duties as may be assigned by the President or Chapter Board of Directors.

Second Member-At-Large.  The Second Member-At-Large and shall act as chair to the Distinguished Service Award Committee and shall forward such Committee recommendations and actions to the Chapter Board of Directors for approval.  The Second Member-At-Large shall also perform other duties as may be assigned by the President or Chapter Board of Directors.

Membership Chair.  The Membership Chair shall act as liaison to the Membership Committee and shall be responsible for maintaining a list of all members and their mailing addresses and coordinating mailings for the renewal of memberships as well as the enlistment of new members.  The Membership Chair is responsible to provide the list of members in good standing for the purposes of voting. The Membership Chair shall also perform other duties as may be assigned by the President or Chapter Board of Directors.

ACHE Regent for NJ.  The ACHE Regent for NJ will act as the liaison between the Chapter and the ACHE.  The Regent will assure coordination between the programs and activities of the Chapter and those on the Regent’s Advisory Council in carrying out the goals and objectives of the ACHE.

ARTICLE VII – ELECTIONS

Section 1: Elections for Officers and Directors of the Chapter Board of Directors.

Chapter Officers and any Directors required to fill any vacancies shall be elected annually.  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 of Directors 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. 

ARTICLE VIII – COMMITTEES

Section 1: Standing Committees.

Distinguished Service Award Committee.  The Distinguished Service Award Committee shall be  chaired by the Second Member-At-Large and include at least one member of the ACHE-NJ in consultation with the Chapter Board of Directors. Its purpose is to confer an annual distinguished service award to an individual who has made a significant contribution to the healthcare field.  It shall be responsible for determining eligibility requirements and nomination and award processes and for handling any other such activities as may be necessary to confer the award.

Scholarship Committee.  The Scholarship Committee shall be chaired by the First Member-At-Large and include at least 1consist member of the ACHE-NJ in consultation with the Chapter Board of Directors.  Its purpose shall be to provide an annual scholarship for students entered into a college/university program in healthcare administration.  It shall be responsible for determining eligibility requirements, application and award processes and award limitations and for making any such arrangements as may be necessary to award the scholarship.

Ad Hoc Committee.  All Ad Hoc Committees may be appointed for special assignments as circumstances warrant.  These committees shall limit their activities to the accomplishment of the tasks for which they were appointed and shall have no power to act except as is specifically conferred by action of the Chapter Board of Directors.  Upon completion of the tasks for which appointed, such committee shall stand discharged.

Golf Committee.  The Golf Committee will be responsible to plan and carry out an annual Golf Event to support Wishes Come True.  The Chairperson of the Golf Committee will be a member of the Chapter in good standing.  The Chairperson will determine the membership requirements of the committee in order to carry out the committee’s stated purpose.  The committee chair will be responsible to provide a final accounting of receipts, disbursements and net proceeds to the Chapter President.

Section 2: Local Program Councils.

The Chapter Board of Directors 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 of Directors, including arranging and sponsoring educational and networking events.  

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 deemed necessary or advisable for effective administration of the Chapter.  Members may serve one year on such committees and may be re-appointed.

ARTICLE IX – CONFLICT OF INTEREST

Section 1: General.

The Chapter Board of Directors 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 elected Director or nominee for a Chapter Board of Directors or committee position shall disclose 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 and at any time a potential conflict may arise.  Such a written disclosure shall be made in a manner as may be adopted by the Chapter Board of Directors for that purpose.

ARTICLE X – AMENDMENTS

Section 1: Amendments.

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

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 of Directors may authorize any Officer or Officers and any agent or agents 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 dully authorized by the Chapter Board of Directors.

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.