Our mission is to provide healthcare executives in New England an opportunity for professional growth and personal development through education programs and professional collegiality and to promote continued growth of the healthcare management profession through development of scholarship and similar opportunities. ACHE of Massachusetts supports and its mission is compatible with the mission of the American College of Healthcare Executives.
Approved by Membership Vote: 11/3/2016
ARTICLE 1: NAME
The name of the organization shall be "ACHE of Massachusetts," referred to herein as ACHE-Massachusetts.
ARTICLE 2: MISSION
The mission of ACHE of Massachusetts is to provide healthcare executives an opportunity for professional growth and personal development through educational programs and professional collegiality. The Chapter promotes high ethical standards and conduct, and supports and promotes the mission of ACHE.
ARTICLE 3: ACHE AFFILIATION
ACHE-Massachusetts is a chapter of the American College of Healthcare Executives (hereinafter referred to as "ACHE"). It is subject to terms and conditions set forth in the criteria for chapter status prescribed by the ACHE Board of Governors, and is eligible for the benefits of chapter status prescribed by the ACHE Board of Governors.
As a chapter of ACHE, all actions and activities of ACHE-Massachusetts shall be in accordance with the Constitution, Bylaws, policies, procedures, and regulations of ACHE to the extent not inconsistent with Massachusetts law.
In accordance with ACHE bylaws, ACHE-Massachusetts is a separate legal entity from ACHE. ACHE-Massachusetts shall not be liable for the debts or obligations of ACHE, and ACHE shall not be liable for the debts and obligations of ACHE-Massachusetts.
ARTICLE 4: GEOGRAPHIC TERRITORY
The geographic territory of the ACHE-Massachusetts is the Commonwealth of Massachusetts.
ARTICLE 5: MEMBERSHIP
Section 5.01. Categories of Membership
The ACHE-Massachusetts categories of membership shall be consistent with the categories of membership held by ACHE. ACHE shall have eight categories of membership: Members, Fellows, Honorary Fellows, Life Fellows, Faculty Associates, Student Associates, International Associates, and Retired Affiliates, all with the respective rights and privileges as herein described. Individuals included in any of the eight categories of membership are referred to collectively as "affiliates."
Section 5.02. Membership Criteria
ACHE-Massachusetts members shall meet such standards, requirements, and qualifications as are established and approved by the ACHE Board of Governors. Only ACHE affiliates are eligible to hold membership in ACHE-Massachusetts.
Section 5.03. Applications and Admission
Applications for membership shall be submitted to ACHE and shall be considered by the Credentials Committee or processed under the direction of the ACHE President. ACHE affiliates who either reside and/or work within ACHE-Massachusetts’s assigned geographic territory shall be members of ACHE-Massachusetts as a benefit of being an ACHE affiliate.
Section 5.04. Membership Fees/Dues
ACHE-Massachusetts membership fees and dues are paid to ACHE in accordance with fees and dues determined by the ACHE Board of Governors. ACHE then remits a portion of the dues to ACHE-Massachusetts to support chapter activities. The ACHE-Massachusetts dues year and notice of any change in dues shall be in accordance with ACHE Bylaws. Membership shall be suspended for nonpayment of dues at a time consistent with and in accordance with the policies and procedures of ACHE.
Section 5.05. Right and Privileges of Affiliates
Voting: In accordance with ACHE Bylaws, only Fellows, Life Fellows, and Members may vote (collectively referred to herein as the "Voting Affiliates"). No other membership category shall have voting rights.
Officers: Only Fellows may serve as an officer of ACHE-Massachusetts.
Committees: Except as otherwise provided herein, all affiliates may serve on committees of ACHE-Massachusetts.
Section 5.06. Resignation, Suspension and Expulsion, Reclassification, and
Reinstatement of Affiliates
Resignation, suspension and expulsion, reclassification, and reinstatement of Affiliates shall be in accordance with the ACHE Bylaws Article II. Section 6.
ARTICLE 6: MEETINGS
Section 6.01. Annual Meeting
ACHE-Massachusetts shall hold a Business Meeting of the Voting Affiliates between September 1st and December 15th of each year.
Section 6.02. Membership Meetings
Membership meetings shall be held periodically during the year and shall offer a program of an educational or social nature.
Section 6.03. Special Meetings
Special Business Meetings may be called at any time by the President, or shall be called by the Secretary upon the written request of at least ten (10) Active Members.
Section 6.04. Notice of Meetings
Written and/or electronic notice of the place, day and hour of all meetings and business to be conducted shall be given to the membership as follows:
- Annual Business Meeting
Notice shall be given no less than twenty-one (21) days before the meeting.
- Membership Meetings
Notice of program shall be given no less than fourteen (14) days before the meeting.
- Special Business Meetings
Notice shall be given no less than five (5) days before the meeting.
Waiver of Notice – Notice may be waived by a majority of Voting Affiliates in attendance at any meeting where a quorum is present.
Section 6.05. Quorum
At any meeting in which a vote is to be taken, twenty-five (25) Voting Affiliates, at least two (2) of whom must be officers, constitute a quorum for the transaction of business. If a quorum is not present, a majority of the Voting Affiliates present may adjourn the meeting without further notice.
Section 6.06. Voting
Passage of any proposal shall require a majority of votes taken by ACHE-Massachusetts members eligible to vote unless otherwise specified in these Bylaws.
Section 6.07. Proxies
Each Voting Affiliate shall be entitled to one (1) vote on matters which come before ACHE-Massachusetts. All votes are to be cast in person, or by proxy executed electronically or in writing by the Voting Affiliate or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.
ARTICLE 7: OFFICERS
Section 7.01. Composition
The Officers of ACHE-Massachusetts shall be the President, President-Elect, Secretary, and Treasurer.
Section 7.01A. Eligibility of Officers
Board Officers must be members of ACHE-Massachusetts and Fellows of ACHE. One cannot be elected to become President without having served at least one term as a Board member.
Section 7.02A. Eligibility of Directors
Directors must be members of ACHE-Massachusetts.
Section 7.03. Election and Term of Officers
The Nominating Committee, as defined herein, shall prepare a single slate of nominees, and shall send the slate of nominees, either electronically or by US Mail, to all Voting Affiliates in accordance with the notice of meeting requirements in Section 6.04. The single slate of officers is elected by the majority vote of Voting Affiliates and take office beginning January 1st.
The President-Elect is elected to serve a two-year term and then shall be elevated to the position of President for a two-year term. The Secretary and Treasurer are elected for a period of two (2) years and shall be elected in alternating years to provide staggered terms between the two officers.
Section 7.04. Duties
President and President-Elect: The President shall direct the activities and the staff of ACHE-Massachusetts and preside over all meetings. The President shall appoint all committee chairpersons. The President may also appoint individuals to carry out other responsibilities as designated by or as otherwise not limited to these Bylaws. The President shall be an ex-officio member of all committees. The President becomes the Past President at the end of his/her term. In the absence of the President, the President-Elect shall exercise the duties and powers of the President.
Secretary: The Secretary shall keep the minutes of all Annual, Membership, Special Meetings, and Board meetings of ACHE-Massachusetts and oversee all membership correspondence.
Treasurer: The Treasurer shall have general supervision over the care and custody of funds and property of ACHE-Massachusetts. The Treasurer shall keep full and accurate accounts of all receipts and disbursements and shall present reports, thereof, to the Board of Directors (Herein after referred to as the "Board") and membership.
Section 7.05. Vacancies
If the President is unable to perform the duties of the office, the President-Elect shall succeed to the office of the President. A vacancy in any other office shall be filled for the unexpired term by vote of the Board in consultation with the Chairperson of the Nominating Committee.
Section 7.06. Removal of Officers
Any appointed Officer may be removed at any time by the affirmative vote of two-thirds of the Board whenever in their judgment such action will serve the best interests of ACHE-Massachusetts.
ARTICLE 8: COMMITTEES
Section 8.01. Standing Committees
The standing committees of ACHE-Massachusetts shall include the following: Board of Directors, Nominating, Program, Communications, Sponsorship, Membership & Advancement, and Finance & Investment.
Board of Directors: The administration of this Chapter shall be managed by the Board of Directors. The Board shall have authority and responsibilities for supervising the general operation of the Chapter in meeting its mission as stated in Article II. The Board consists of the President, President-Elect, Past President, Secretary, Treasurer, ACHE Regent, voting ex officio as long as he/she is a member of ACHE-Massachusetts, Program Committee Chair, Communications Committee Chair, Sponsorship Committee Chair, Membership & Advancement Committee Chair, and a maximum of three (3) At-Large Voting Affiliates appointed by the President with the approval of the Board. The Board may also include the ACHE-Massachusetts Staff Administrator ex officio, and up to 4 Student Associates or Faculty Associates. In accordance with ACHE Bylaws and Section 5.05 of these Bylaws, only Fellows, Life Fellows, and Members may vote; therefore, Staff, Student Associates or Faculty Associates serving on the Board do not have voting rights.
Between Annual Meetings, the Board shall be authorized to take any action that might normally be taken by the membership. The Board shall report their actions to the membership at the next meeting of ACHE-Massachusetts. The Board shall not be authorized to make any amendments to these Bylaws or take any public position on behalf of ACHE-Massachusetts that conflicts with Section 8.04. The Board will also be responsible for strategic planning.
Five members of the Board, two of whom shall be officers, shall constitute a quorum for the conduct of business. Passage of any proposal shall require a vote of the majority of those present. The Board may adopt other rules and regulations for the conduct of its business as it may deem necessary.
Nominating Committee: The Nominating Committee shall consist of the Immediate Past President as Chairman and three voting affiliates appointed by the President. In accordance with the terms and conditions set forth in the criteria for chapter status prescribed by the ACHE Board of Governors, the ACHE Regent shall also serve on the Nominating Committee so long as he/she is a member of ACHE-Massachusetts. In the event there is no Immediate Past President, the President shall assume the Chair. The Committee shall submit a slate of Officers which shall accompany the notice of the Annual Meeting. The Nominating Committee shall make such other reports as from time to time may be necessary. No member of the Nominating Committee may be nominated for offices for which the Committee is submitting nominations.
Program Committee: The Program Committee shall consist of a Chair appointed by the President and at least three affiliates recommended by the Chair and approved by the President. The Committee shall be responsible for organizing the various ACHE-Massachusetts-sponsored educational programs throughout the year.
Communications Committee: The Communications Committee shall consist of a Chair appointed by the President and at least three affiliates recommended by the Chair and approved by the President. The Committee shall be responsible for overseeing communications for ACHE-Massachusetts, including distributing a regular electronic newsletter, maintaining the ACHE-Massachusetts website, and managing content for other online or print media.
Membership & Advancement Committee: The Membership & Advancement Committee shall consist of a Chair appointed by the President and at least three affiliates recommended by the Chair and approved by the President. The Committee shall be responsible for promoting membership growth at all stages of affiliates’ careers, championing diversity of membership, identifying and addressing affiliate needs, and fostering the advancement of affiliates to Fellow status.
Sponsorship Committee: The Sponsorship Committee shall consist of a Chair appointed by the President and at least three affiliates recommended by the Chair and approved by the President. The Committee shall be responsible for identifying and securing corporate financial sponsorship for ACHE-Massachusetts and its activities.
Finance and Investment Committee: The Finance and Investment Committee shall consist of the Treasurer and at least three affiliates recommended by the Chair and approved by the President. The committee provides financial oversight of the chapter’s assets and serves a leadership role in regards to fiduciary responsibility.
Section 8.01A. Term Limits
The term of Board Members shall commence on January 1st and shall continue for a period of two years.
Board members are limited to serving three consecutive two-year terms in the same role; and may serve up to an additional three two-year terms after taking a one-year hiatus from the Board. The terms of Board members shall be staggered such that no more than one-third of the Board members shall commence their terms on the same date.
Section 8.02. Other Committees
Bylaws Committee: The Bylaws Committee shall be appointed by the President on an ad hoc as-needed basis and will consist of a member of the Board appointed by the President to serve as Chair and at least three Voting Affiliate Members appointed by the Chair. The Committee shall review and make recommendations to the Board regarding ACHE-Massachusetts Bylaws, taking into consideration the provisions of Article 2 hereof.
There shall be other committees with such duties as may be designated from time to time by the President, with the consent of the Board.
Section 8.03. Attendance by Communications Equipment
Members of any committee may participate and act at any meeting of such committee through the use of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can communicate with each other simultaneously. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so attending.
Section 8.04 Conflict of Interest
Members of the Board and Committees shall administer ACHE-Massachusetts affairs honestly and economically and exercise the utmost good faith in all transactions relating to their duties. They shall not use their position or knowledge gained there from so that a conflict might arise between ACHE-Massachusetts and that of the individual.
Article 9: EXECUTION OF CONTRACTS:
The Board may authorize any Officer or Officers and any agent(s) to enter into any contract or execute any instrument in the name of, and on behalf of, ACHE-Massachusetts, and such authority may be general or limited to specific instances.
Article 10: DISSOLUTION
ACHE-Massachusetts may be dissolved at any general meeting of the membership by a three-fourths majority vote of the ACHE-Massachusetts voting affiliates present, providing such notice of intent shall have been communicated and provided to each voting affiliate of ACHE-Massachusetts at least 30 days prior to the meeting where such dissolution vote is taken.
In the event of the dissolution of ACHE-Massachusetts, all assets remaining after settlement of any debts and obligations shall be distributed in accordance with the United States Internal Revenue Service Code governing dissolution of Non-Profit, Tax Exempt of For-Profit corporations.
ARTICLE 11: AMENDMENTS
Section 11.01. Routine
The Bylaws Committee shall review and make recommendations to the Board regarding these Bylaws, taking into consideration the provisions of Article 2, hereof.
The Board may present to any Business Meeting of the membership a proposed amendment to these Bylaws. Amendment(s) to the Bylaws shall be voted upon at the Annual Business Meeting.
The text of the proposed amendment(s) to the Bylaws shall be sent by the Secretary to each member of ACHE-Massachusetts, together with a notice of the meeting of the membership, at least twenty-one (21) days in advance of the meeting at which a vote will be taken.
Reading of the text of the proposed amendment(s) to the Bylaws may be waived at the Annual Meeting if the proposed text has been circulated to the membership at least twenty-one (21) days in advance of the meeting.
Section 11.02. Special
In addition to the routine amendments described in Section 11.01A, a proposal for amendment(s) to these Bylaws may be submitted by ten (10) Voting Affiliates. All such proposals shall be submitted in writing to the Secretary at least four (4) months prior to the Annual Business Meeting. Upon receipt, the Secretary shall present any such proposal to the Board.
Section 11.03. Approval
These Bylaws may be repealed, modified, altered, or amended only upon the affirmative vote of two-thirds of the votes cast by Voting Affiliates at a meeting at which a quorum is present.
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