NORTH CAROLINA CHAPTER OF THE
AMERICAN SOCIETY FOR HEALTHCARE RISK MANAGEMENT
ARTICLE I – NAME
The name of the organization shall be the North Carolina Chapter of the American Society for Healthcare Risk Management (NCASHRM).
ARTICLE II – PURPOSE
The purpose of the Chapter shall be to advance the development and role of the professional practice of healthcare risk management by:
- Conducting educational programs and activities to strengthen and develop healthcare risk management programs and promote professional development.
- Providing a medium for the interchange of ideas
- Developing professional relationships among members in order to facilitate free exchange of information and solutions of mutual problems.
- Providing a forum on healthcare risk management issues and explaining the impact of these issues to other appropriate parties.
The Chapter is organized exclusively for charitable, scientific, and educational purposes as a not-for- profit association. It shall be so conducted 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 Chapter shall be distributed to an organization enjoying an exempt status under Section 501c (3) of the Internal Revenue Code or successor statutory authority.
ARTICLE III – MEMBERSHIP
Membership is open to professionals whose job responsibilities include Healthcare Risk Management (HRM) or who have demonstrated a bona fide interest in the field of healthcare risk management, patient safety, corporate compliance, health law, enterprise risk management and other related responsibilities and who agree to support NC ASHRM’s mission statement. There shall be four categories of membership: ACTIVE, ASSOCIATE, STUDENT and RETIRED. The qualifications for membership in each category are as stated below:
a) ACTIVE Membership: A person who is involved in or responsible for risk management within a hospital or other healthcare facility who has demonstrated a bona fide interest in the field of healthcare risk management, patient safety, corporate compliance, health law, or enterprise risk management.
b) ASSOCIATE Membership: A person who provides risk management services to a hospital or healthcare facility who is not an employee of a hospital or healthcare facility, including but not limited to, a private consultant, an insurance representative, and a defense attorney not associated with a law firm which represents plaintiffs in medical malpractice matters.
c) STUDENT Membership: A person who is an actively enrolled student and is not eligible under any other category of membership.
d) RETIRED Membership:
- Past member of NC ASHRM, but no longer eligible based on Active or Associate Membership qualifications
- RETIRED Membership status is excluded from Board of Directors service and carries no voting privileges
- Membership fees for RETIRED status will be 50% of the approved ACTIVE Membership Fee
Section 2. Transfer of Membership
Membership in the Chapter is personal and shall not be transferable to another person except when the risk management function is delegated to another individual in the same organization and where the dues were paid by that organization. The organization may request that the membership be transferred to a specific individual. The Board of Directors shall decide whether the membership shall be transferable on a case by case basis.
Section 3. Termination of Membership
Suspension or Expulsion: The Board of Directors of the Chapter may suspend or expel any member for cause, after giving such member the opportunity to have a hearing. Any member suspended or expelled may be reinstated by the affirmative vote of a majority of the members of the Board of Directors present and voting.
For purposes of this subparagraph, the term “for cause” shall include, but not be limited to, the following:
- Violation of these bylaws; or
- Conduct on the part of said member or his/her organization that is prejudicial to the interests and welfare of the society and its members.
- Non-payment of unresolved financial commitments
ARTICLE IV – DUES
Dues of the Chapter shall be established by the Board of Directors. No portion of the dues paid by the Member shall be refundable regardless of the reason the membership is terminated. Any funds or property that may be donated to further the work or programs of the Chapter shall become the property of the Chapter but shall be used for the donor’s intended purpose(s).
ARTICLE V – MEETINGS
Section 1. Annual Meeting
The Chapter shall meet at least once each calendar year for the transaction of affairs of the Chapter.
Section 2. Special Meetings
Special meetings may be called by the Board of Directors of the Chapter. 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.
Section 3. Notice of Meeting
The Chapter shall notify the membership of annual or special meetings no less than 30 days prior to the date of the meeting.
Section 4. Order of Meetings
The President of the Chapter shall preside at all meetings. In his/her absence, the Vice President shall assume the chair.
Section 5. Voting
Eligibility to vote – All members with an ACTIVE or ASSOCIATE membership status shall have the right to vote.
Proxy voting shall not be permitted.
Any action to be taken or notice required to be distributed under these Bylaws may be delivered via first class mail, electronic mail, or other electronic media. Distribution or notice is deemed to have been given as of the date of the delivery of the transmission.
Majority – Except as otherwise specified herein, all matters shall be settled by simple majority vote – a majority of votes returned or a majority of members voting in assembly, as the case may be.
Section 6. Quorum
A quorum shall consist of all voting members present.
ARTICLE VI – BOARD OF DIRECTORS
Section 1. Eligibility
Only Chapter members holding an ACTIVE or ASSOCIATE membership in the Chapter shall be eligible to serve on the Board of Directors of the Chapter according to Section 2, Article VI.
Section 2. Composition
The Board of Directors shall be composed of ten (10) members, including the President and Vice-President, Secretary and Treasurer, and immediate Past President. The President shall act as Chair of the Board of Directors and the Vice-President shall act as Vice Chair. In the event of a tie vote on any matter that the Board is unable to resolve, the matter shall be referred to the membership at either a meeting or by electronic voting.
Section 3. Election and Term
After the election of Directors by the membership, each elected Director shall serve for a term of two years. Individuals elected by the membership into officer positions (President, Vice President, Secretary and Treasurer) shall hold such a position for terms according to Section 3, Article VII.
The Immediate Past President is an automatic member of the Board which requires no election.
The Immediate Past President shall serve a one year term of office. All terms will expire on December 31 of the term-expiration year. Directors serving less than a full two-year term except for the Immediate Past President shall be eligible for re-election for another full-term of office. Should the President be re-elected, the Immediate Past President shall remain in this position regardless of the number of terms served on the Board. At the completion of the term as immediate Past President, that person shall be ineligible for re-election to the Board until one year shall have elapsed. A Director may not serve more than six consecutive years and will be ineligible for re-election to the Board until one year shall have elapsed.
The election of Directors shall be conducted by First Class mail, electronic mail or by other electronic media. A ballot listing candidates proposed by the Nominating Committee shall be sent to each member of the Chapter no less than 30 days prior to the Fall meeting. The election results shall be validated by the Past-President, reported to the Board of Directors, and shall be communicated to the membership during the Fall meeting.
Any Board of Directors’ vacancy will be filled in accordance with the provisions set forth in these bylaws.
Section 4. Powers
The Board of Directors shall maintain responsibility for developing work plans, goals and objectives for the Chapter; establish standing and ad hoc committees that work to achieve these objectives and implement Chapter programs, review committee recommendations, establish dates, locations, format and program agendas for the Chapter’s annual meeting and other educational programs.
The Board of Directors shall establish and approve an annual budget for use in planning educational programs. All educational programs will be financed using funds available to the Chapter.
Section 5. Vacancies
The Board of Directors shall have authority to fill any vacancy that may occur on the Board, other than a vacancy of President or Vice-President, by appointment of a member of the Chapter for the unexpired term. A vacancy in the office of President or Vice President is addressed under Article VII, Section 6.
Section 6. Meetings
The Board of Directors shall meet at least once each year. Additional meetings may be called by the President as necessary to conduct the business of the society or upon request of three (3) members of the Board of Directors.
Section 7: Quorum
A quorum shall consist of a majority of the Board of Directors.
Section 8. Action Without a Meeting
A majority of the Board of Directors or the members of any committee may take action before the next meeting of the Board of Directors if written authorization to proceed is granted by the Board of Directors and the written authorization is filed with the minutes of the Board of Directors and the committee minutes.
Section 9: Indemnification
The Board is indemnified according to the Indemnification Policy for the Board of Directors.
Section 10. Forfeiture and Removal from Office
Any Director who fails to fulfill the duties of his or her office may be removed from office by the Board of Directors.
Section 11. Executive Committee
The Immediate Past President, the President, the Vice President, the Treasurer and the Secretary shall comprise the Executive Committee of the Board of Directors. The Executive Committee may meet as needed to clarify and implement decisions and directives made by the full Board of Directors. The Executive Committee may at times find it necessary to meet and formulate recommendations that will then be presented to the full Board of Directors for approval.
ARTICLE VII – OFFICERS
Section 1. Eligibility
Any ACTIVE or ASSOCIATE member in good standing of the Chapter shall be eligible for elective office in the Chapter.
Section 2. Officers
The officers of the Chapter are President, Vice President, Secretary and Treasurer. Each officer shall be a member of the Chapter and shall be elected by the membership of the Chapter.
Section 3. Election and Term of Office
The President and Vice-President shall be elected for terms of one year. The Secretary and Treasurer shall be elected for terms of two years.
Section 4. Duties
The President of the Chapter shall act as chairman of the Board of Directors and shall preside at all meetings of the Board. In his/her absence, the Vice President shall assume the chair. In the event the President is unable to perform the duties of the office of President, the Vice President will assume the duties of the President and upon the recommendation of the Nominating Committee shall succeed as President.
Section 5. Reports
The President shall cause to be reported to the Board of Directors as to the fiscal situation of the Chapter, personnel changes, new developments with regard to publications and ownership of documents and such other information as decided by the Board of Directors.
Section 6. Vacancies
If the office of President is vacated for any reason, the Vice-President shall immediately accede to the presidency for the duration of the unexpired term. If both the President and the Vice-President shall become unable to perform the duties of their office, the Board of Directors shall appoint a Director of the Board as president pro tempore to serve for the remainder of the unexpired term. At the next regular election of the Chapter, a President and Vice-President shall be elected in accordance with the provisions of these Bylaws.
Section 7. Duties of the Secretary
The Secretary shall attend all meetings of the Chapter and of the Board of Directors and maintain the official minutes.
Section 8. Duties of the Treasurer
The Treasurer shall attend all meetings of the Chapter and of the Board of Directors and maintain the official financial records of the Chapter.
Section 9. Conflict of Interest
The Directors and Officers shall exercise the utmost good faith in all transactions relating to their duties in the Chapter. In their dealings with and on behalf of the Chapter, each Director and Officer is held to a strict rule of honest and fair dealing with the Chapter. No Director or Officer shall use his/her position, or knowledge gained there from, so that a conflict might arise between the Chapter’s interest and the individual’s interest. The Directors and Officers shall act to protect the best interest of the Chapter in their decision-making. The Directors and Officers shall not accept any favor that might influence their decisions that affect the Chapter or individual members. The Directors and Officers shall not act in any manner that is in conflict with or would compromise the chapter’s tax exempt status.
During their terms of office, Directors and Officers shall promptly and fully disclose to the Chapter any existing or new employment, activity, investment, or other interest that may compromise their ability to act in the best interest of the Chapter.
Section 10: Forfeiture and Removal from Office
Any Officer who fails to fulfill his or her office may be removed from office by the Board of Directors.
ARTICLE VIII – COMMITTEES
Section 1. Standing and Special Committees
The Committees of the Chapter shall be “Standing” or “Special”.
The Standing Committees of the Chapter shall be the:
- Legislative Committee
- Nominating Committee
- Professional Development Committee
- Program Committee
- Membership Committee
- Information Technology (IT) Committee
- Public Relations/Marketing Committee, and
- Such other standing committees as the Board of Directors may authorize.
Special committees may be formed by the Chapter President with the approval of the Board of Directors to address special issues or to manage temporary projects. A Special Committee shall limit its activities to the accomplishment of the task for which it was established, and it shall have authority to address only those issues expressly conferred by the Board of Directors. The Special Committee will remain active until the project or issue has been fully addressed to the satisfaction of the Board of Directors.
Section 2. Minutes and Reports
Each Committee shall maintain a report of committee activities. A committee report will be provided to the Chapter membership during the business meetings. Additional committee reports will be provided upon the request of the Board of Directors.
Section 3. Legislative Committee
The Legislative Committee shall identify and inform members of both State and Federal legislative issues which impact healthcare risk management.
It shall be comprised of at least three members; the chairperson shall be appointed by the President.
The chairperson shall have the authority to increase the number of committee members to facilitate a proactive response to legislative matters affecting healthcare risk management. The members shall serve one-year renewable terms.
Section 4. Nominating Committee
The Nominating Committee shall be comprised of five members, including:
- the two most recent Past Presidents,
- two members elected for one-year terms by the membership, and
- one current Member-at-large of the Board appointed by the Board
With the exception of the two Past Presidents, committee members shall serve a one-year term. The most recent Past President shall serve as the chairperson of the Committee. Any duly elected committee member who is unable to fulfill their term shall be replaced by the nominee receiving the third-most votes in the previous election. Past Presidents or other non-elected committee members who are unable to fulfill their terms shall be replaced with a qualified candidate appointed by the Board. All committee members, including Board appointees, must maintain Active or Associate membership status to be eligible for committee membership.
Annually, the Nominating Committee will announce a call for nominations to the Chapter membership. The ballot presented by the Nominating Committee shall provide the membership the ability to write in a candidate.
Section 5. Professional Development Committee
The Professional Development Committee shall identify and inform members of educational opportunities as presented by NC ASHRM. It shall promote professional achievement in the practice of healthcare risk management and recognize member accomplishments.
It shall be comprised of at least two members; the chairperson shall be appointed by the President. The Chairperson shall have the authority to add committee members to facilitate professional development projects. The members shall serve one-year renewable terms.
Section 6. Program Committee
The Program Committee shall be responsible for planning the education conferences for the Chapter and other types of programs as the Board of Directors or the President may direct.
The Program Committee shall be comprised of at least three members. The Vice-President shall serve as the Chairperson of the Program Committee with the assistance of the Immediate Past-President.
The Chairperson shall have the authority to add Committee members to facilitate program planning and implementation. The members shall serve one-year renewable terms.
Section 7. Membership Committee
Annually, the Membership Committee shall receive a list of the Chapter Membership. The Membership Committee shall actively undertake and encourage recruitment and retention of members.
The Committee shall be comprised of at least three members. The Chairperson shall be appointed by the President. The members shall serve one-year renewable terms.
Section 8. Information Technology (IT) Committee
The IT Committee shall be responsible for maintaining the appropriate operations of the Chapter web- site, to provide audio visual assistance at Spring/Fall Meetings and address future technology needs of the Chapter.
The Committee shall be comprised of at least two members. The Chairperson shall be appointed by the President. The members shall serve one-year renewable terms. The Chairperson shall be responsible to communicate to web-site vendors the operational needs of the Chapter.
Section 9. Public Relations/Marketing Committee
The Public Relations/Marketing Committee shall be responsible for networking to gain support for and recognition of Chapter activities.
The Committee shall be comprised of at least three members; the Chairperson will be appointed by the President. The Chairperson shall have the authority to increase the number of committee members to ensure that the goals and objectives of the Committee are met. The members shall serve one-year renewable terms.
ARTICLE IX – ADOPTION OF BYLAWS
These Bylaws were approved and enacted April 1985.
ARTICLE X – AMENDMENTS
The Bylaws will be reviewed by the Board of Directors bi-annually. These Bylaws and Articles of Incorporation may be amended by a two-thirds vote of the members present and voting at a business meeting. Notice of proposed amendment shall be sent to all members not less than 30 days in advance of the meeting.
Following the initial adoption of these Bylaws, these Bylaws have been revised, reviewed and restated as follows:
ADOPTED April 1985
REVISIONS ADOPTED May 13, 1988
REVISIONS ADOPTED May 18, 1990
REVISIONS ADOPTED November 15, 1990
REVISIONS ADOPTED November 14, 1991
REVISIONS ADOPTED May 14, 1992
REVISIONS ADOPTED November 11, 1993
REVISIONS ADOPTED October 6, 1994
REVISIONS ADOPTED November 7, 1996
REVIEWED October 1, 1997
REVISIONS ADOPTED October 29, 1998
REVISIONS ADOPTED October 29, 1999
REVISIONS ADOPTED May 10, 2001
REVISIONS ADOPTED October 5, 2006
REVISIONS ADOPTED November 13, 2008
REVISIONS ADOPTED May 3, 2012
REVISIONS ADOPTED November 8, 2012
REVISIONS ADOPTED May 2, 2013
REVIEWED March 6, 2014
REVISIONS ADOPTED May 1, 2014
REVIEWED April 29. 2015
REVISIONS ADOPTED November 19, 2015
REVIEWED April 24, 2018
REVISIONS ADOPTED November 15, 2018
REVIEWED April 6, 2021
REVISIONS ADOPTED April **, 2022