Bylaws

BYLAWS OF SOUTHERN CALIFORNIA ASSOCIATION FOR HEALTHCARE RISK MANAGEMENT 
(A California Nonprofit Mutual Benefit Corporation)

ARTICLE 1: NAME AND LOCATION

Section 1.1   Name

The name of this organization shall be the Southern California Association for Healthcare Risk Management, hereinafter referred to as the “Organization” or “SCAHRM”, an affiliate of the American Society for Healthcare Risk Management, a Professional Membership Group of the American Hospital Association.

Section 1.2 Principal Office. 

The principal office of SCAHRM shall be the mailing address of the incumbent president, unless otherwise designated by the Board of Directors.

ARTICLE II: PURPOSES 

Section 2.1 General Purposes.

2.1.1   To serve as an affiliate organization of the American Society for Healthcare Risk Management.

2.1.2.   To serve as a professional society allowing interaction and interchange with other healthcare risk management professionals, providing a forum for the interchange of ideas to achieve the highest standard of Healthcare Risk Management through education of the community.

2.1.3.   To meet on a regular basis, as determined by the Board of Directors and to advance the image and role of risk management professionals in the healthcare industry through definition of purpose, responsibilities and accountabilities within Healthcare Risk Management.

2.1.4.   SCAHRM has been established as a non-profit mutual benefit corporation to provide a forum for the advancement of the profession of healthcare risk management in the State of California.

ARTICLE III: MEMBERSHIP

Section 3.1 Qualifications.

3.1.1.  Members: A member is a professional who is actively involved in the field of healthcare risk management, whose job responsibilities include healthcare risk management, or who has an interest in healthcare risk management and pays annual membership dues by the date designated by the organization in an amount determined by the Board of Directors.

Section 3.2 Rights of Membership.  

3.2.1.   Members:  Each member in good standing has the right to the following: participate in SCAHRM activities;  submit one vote per election; accept nomination to run for election as an officer, Board member-at-large or Nominating committee of the organization; participate in Committees;  receive benefits of membership; and may enjoy other rights and privileges as may be specified by the Board.

Section 3.4 Voting. 

3.4.1.    Members:  Each member is entitled to one vote on each matter submitted for a vote. A vote may be cast verbally, in writing or electronically.

Section 3.5 Member in Good Standing.  

A member who has paid the required dues in accordance with these Bylaws shall be a member in good standing.  Past Presidents who have fulfilled their duties in good faith as a President shall have their membership fees waived and be considered an honorary lifetime member.   

Section 3.6 Termination of Membership

3.6.1   Termination: Membership shall terminate on occurrence of any of the following:

• a). Resignation of the member;
• b). Expiration of the period of membership;
• c). Member’s failure to pay dues, fees, or assessments as set by the Board of Directors excluding past presidents, whose fees shall be waived pursuant to Section 3.5; or
• d). Suspension or removal of a member by the Board of Directors ‘for cause’ per Section 3.6.2  done in good faith and in a fair and reasonable manner.

3.6.2   Due Process Rights.

The Board of Directors may suspend or remove any member, committee member, Officer, or Board member-at-large, for cause, at any time, after giving such member fifteen (15) days prior notice of the suspension or removal and the reasons therefore and provides an opportunity for the member to be heard by the Board of Directors, orally or in writing, not less than five (5) days before the effective date of the termination.  Notice shall be given by any method reasonably calculated to provide actual notice.  Any notice given by mail shall be by first class mail, sent to the last known address of the member shown on the organization’s records and confirmed via e-mail. For the purposes of this paragraph, the term ‘for cause’ shall include, but not be limited to (a) any violation of these Bylaws, SCAHRM policies (b) any members’ conduct that is materially and seriously prejudicial to the organization’s purposes, interests or illegal activity within the organization.

Section 3.7 Transfer of Membership.

Payment of membership dues is vested to individuals and may not be transferred or assigned to another individual, irrespective of the source of the membership payment.

ARTICLE IV: MEETINGS 

Section 4.1  Meetings of the Organization.

4.1.1  Annual Meeting: The annual meeting shall be held during the annual conference at a time and place designated by the Board of Directors. The agenda for that meeting shall include general business, the Treasurer’s report of financial activity, the Treasurer’s annual report will be distributed to all members in attendance, the swearing in ceremony of the Board of Directors for the upcoming year shall take place at this time, and any other business transactions determined by the Board of Directors.  In the event the annual conference does not proceed as scheduled, the Board of Directors may elect to hold an annual meeting remotely at another date and time.

4.1.2  Regular Meetings: During each year, regular meetings may be held in conjunction with education meetings on dates and locations determined by the Board of Directors.

4.1.3  Special Meetings.  Special meetings may be called by the President or a majority of the Board of Directors.

Section 4.2 Notice of Meetings.

Notice of meetings may be determined by the Board of Directors, but no less than ten (10) days before any meeting of the members, unless the Board of Directors votes to waive the ten (10) day notice requirement.

Section 4.3 Quorum.

Ten (10) percent of the members in good standing shall constitute a quorum for meetings of the membership.

Section 4.4 Voting.

An action shall be passed by a majority of the votes cast by members entitled to vote, except in the action to amend or repeal these Bylaws which requires a two-thirds majority of the votes cast.

ARTICLE V: BOARD OF DIRECTORS 

Section 5.1 Powers. 

Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, the organization’s activities shall be managed and all corporate powers shall be exercised by and under the direction of the Board of Directors. The Board of Directors shall have the power to:

• a). Prescribe powers and duties for them as are consistent with the law, the Articles of Incorporation and these Bylaws;
• b). Change the principal office or the principal business office in California from one location to another;
• c). Direct all business and affairs of the organization as required for the advancement of the organization’s purposes, to include bestowing authority upon the Chapter Association Manager to conduct certain business and affairs of the organization as specifically defined in the Agreement for Association Manager Services Contract;
• d). Appoint standing Committees and other Committees;
• e). Delegate any of the powers and authority of the Board of Directors to manage the business and affairs of the organization, except to amend these Bylaws; and
• f). Set the annual membership dues of the organization and all other fees and assessments.

Section 5.2 Number.   

The Board of Directors shall be comprised of:

• a). Five (5) Officers: President, Vice-President/President-Elect, Immediate Past President, Secretary, and Treasurer; and
• b). Four (4) Board Members-at-Large elected from the membership.

Section 5.3 Duties. 

The Board Members-at-Large shall perform such duties and functions as the President or the Board of Directors may specifically delegate to them. Each Board Members-at-Large may be requested or assigned to participate in at least one project, to act as chair or to serve on at least one committee of the organization. Any Board of Directors who has three absences from Board meetings without notice to the President during his/her term of office shall be subject to removal.

Vacancies shall be filled in accordance with Section 5.7 of these Bylaws. Elected Officers shall also be members of ASHRM.

Section 5.4 Election and Term of Office.  

The Board of Directors shall be elected for a term of two years with the exception of the President, the Vice-president/President-elect and the Immediate Past President who shall each hold office for a one-year term.  Following the President’s one year term, the President shall automatically transfer to the Immediate Past President’s position.  The Vice-president/President-elect shall automatically transfer to the position of President. All terms of office shall commence on June 1^st of each year through the last day of May.

Section 5.5 Resignation.  

A Board of Director may resign at any time by giving written notice to the President or Secretary of the Organization.

Section 5.6 Removal of Officer or Director.   

The Board of Directors may remove any Officer or Director, ‘for cause’ per Section 3.6.1, at any time consistent with Section 3.6.2, for failure in the performance of his/her duty or for failure to attend Board meetings as prescribed in Section 5.3.

Section 5.7 Vacancies on the Board.  

Section 5.7.1 Vacancy in Office or Board Member-at-Large: Vacancy of an elected position shall be filled by the President with the approval of the majority vote of the Board of Directors.  The position shall be filled only for the remainder of the term of the vacant position.

Section 5.7.2 Vacancy in President: Vacancy in the office of President shall be automatically filled by the Vice-President/President-elect for the unexpired term and thereafter shall be entitled to fulfill his/her duly elected full term.  If both the president and the president-elect shall become unable to perform the duties of their offices, the Board of Directors shall appoint, from the Board membership, a president pro tempore to serve for the remaining portion of the unexpired term of office.  At the next regular election of SCAHRM, a president and a president-elect shall be elected in accordance with these Bylaws.

Section 5.8 Meetings of the Board.

Regular meetings of the Board of Directors shall be held no less than four (times) each year.  Meetings shall be held at a time and location determined by the Board of Directors with no less than ten (10) days-notice.  Special meetings may be called at the discretion of the President or no fewer than five members of the Board of Directors at a time and location determined by the Board of Directors with no less than forty-eight (48) hours-notice to all Board of Directors.  Meetings may be conducted in person, electronically, telephonically, or via teleconference.  If both President and Vice President are not available, a special meeting may be called by no fewer than five members of the Board of Directors with no less than forty-eight (48) hours-notice to all Board of Directors, including notice to the President and Vice President.

Section 5.9 Board Quorum.

A quorum of the Board of Directors shall be five Board members, one of whom shall be the President or Vice-President/President-Elect.

ARTICLE VI: ELECTIONS  

Section 6.1 Elections shall be held no later than April of each year.

Section 6.2 Board Members-at-Large and officers other than the President, the President-Elect, and the Immediate Past President, shall serve for a term of office of two (2) years. Board Members-at-Large, the Secretary, and the Treasurer, having served a full two (2) year term may be eligible to be re-elected for an additional two (2) year term, for a total of four years. Having served four (4) years, two (2) consecutive terms, the Board Members-at-Large or officer shall be eligible for election to the Board of Directors only after one year has elapsed. The Nominating Committee shall have a term of one year.  The Nominating Committee may recommend waiver of maximum term limits for individual Board of Directors whose service is considered critical to the SCAHRM annual goals and objectives.  This waiver requires Board of Director’s approval prior to circulating a ballot to SCAHRM membership.

Section 6.3 All officers and Board Members-at-Large shall be elected by ballot from a simple majority of the votes submitted from members of SCAHRM, except as herein provided.

Section 6.4  A nominee or an appointee for the Vice President/President-elect position shall have prior SCAHRM Board Experience or a minimum of two (2) years of active service on the Education Committee to be eligible for the position.

ARTICLE VII: DUTIES OF OFFICERS AND BOARD MEMBERS-AT-LARGE

Section 7.1 President. 

The President shall:

• (a). Be the chief executive officer of SCAHRM;
• (b). Have the authority over the general control and management of the organization;
• (c). Have the sole authority to act as the spokesperson on behalf of SCAHRM;
• (d). Preside at all meetings of the organization;
• (e). Appoint all committees, with the exception of the Nominating Committee, except for as stated under Section 5.7.1.;
• (f). Have the right to attend all organization committees;
• (g). Be charged with maintaining the integrity and purposes of the organization;
• (h). Ensure that the activities of the organization support its objectives;
• (i). Ensure that all business affecting the organization will be conducted promptly or administered by the proper officers or committees; and
• (j). Transact business on behalf of or otherwise encumber the organization with the approval of the Board of Directors and as prescribed under Article V, Section 5.1 (c) and Article IX, Section 9.8.

Section 7.2 Vice-president/President-elect. 

The Vice-president/President-elect shall:

• (a). Serve as president-elect and fulfill the duties of the president in the absence of the president;
  (b). Serve as Chairperson of the Education Committee and the SCAHRM Annual Conference; and
  (c). Perform such other duties as assigned by the president.

Section 7.3 Secretary.  

The Secretary shall:

• (a). Keep all records of the organization in suitable form and ready for reference;
• (b). Record and provide minutes of all Board of Directors, annual, regular and special meetings;
• (c). Maintain an up-to-date and complete roster of SCAHRM members;
• (d). Maintain California corporate status by providing documents as may be required by the Secretary of State; and
• (e). Maintain all continuing education provider records and certifications as may be required.
• (f).  At the discretion of the Secretary, the duties prescribed under Sections 7.3
• (d) may be delegated to the Association Manager, to be carried out under the supervision, direction, and oversight of the Secretary.

Section 7.4 Treasurer.

The Treasurer shall:

• (a). Have charge and custody over SCAHRM funds;
• (b). Ensure accurate financial books and records of the organization are maintained, including all receipts and disbursements;
• (c). Ensures deposit of all moneys received by the organization at such depositories in the organization’s name as designated by the Board of Directors;
• (d). Coordinate with the Board of Directors approved CPA firm to perform a compilation of the books of account on an annual basis and filings necessary for State and Federal tax forms in review with Board approved legal counsel;
• (e). Provide a financial reconciliation and bank statement at each Board meeting and an annual report to the membership of the financial standing of the association;
• (f). Relinquish custody, possession, and control books of account and checkbooks to the President, when deemed to be necessary by the President; and
• (g).  At the discretion of the Treasurer, the duties prescribed under Section 7.4(d) may be delegated to the Association Manager, to be carried out under the supervision, direction, and oversight of the Treasurer.

Section 7.5 Immediate Past President.  

The Immediate Past President shall:

• (a). Chair the Nominating Committee;
• (b). Advise the President, as requested.

Section 7.6 Board Members-at-Large. 

The Board Members-at-Large shall:

• (a). Chair committees as appointed by the President;
• (b). Perform such other duties as assigned by the President.

ARTICLE VIII: COMMITTEES

Section 8.1 Committee Appointments.

Committees shall be appointed by the President, with the exception of the Nominating Committee, except for as stated under Section 5.7.1.

Section 8.2 Standing Committees.

There shall be (6) Standing committees: Bylaws, Communications, Education,  Membership, Public Relations, and Marketing and Nominating. A seventh (7) committee, the Ethics Committee, is ad hoc, and is convened upon request of the Board of Directors.  Additional committees may be formed as directed by the Board of Directors. Committee chairpersons shall be appointed by the President from one of the sitting Board of Directors, except as described herein.  Committee chairpersons shall appoint committee members from the organization’s membership, except as described in these Bylaws and in accordance with Section 5.7.1.

Section 8.2.1 Bylaws Committee: The Bylaws committee shall be composed of no fewer than the President, one Board Member-at-Large, one member of the organization and one legal counsel who is a member of the organization as appointed by the Chairperson.  The Bylaws Committee is responsible for review of the organization’s bylaws and to make recommendations for revisions to the Board of Directors, within the timeframe prescribed in these Bylaws.

Section 8.2.2 Communications Committee: The Communications Committee is responsible for communicating current employment opportunities to the membership, oversight of the website, publishing the SCAHRM newsletter, and submitting monthly summaries of organization activities to ASHRM for inclusion in their newsletter on an annual or as needed basis.

Section 8.2.3 Education Committee: The Education Committee Chairperson shall be the Vice-president/President-elect. The Committee is responsible for providing annual and regular educational programs, including establishing educational resources for the membership.  The Committee is further responsible for oversight and maintenance of documentation of continuing education units.  The Committee is further responsible for developing scholarship programs for the membership, including preparing and maintaining necessary educational documents.

Section 8.2.4 Ethics Committee (Ad Hoc): The Ethics Committee is an ad hoc committee convened upon request of the Board of Directors.  The Ethics Committee is responsible for advising the Board of Directors in matters concerning professional responsibility as specified in the Bylaws, the Conflict-of-Interest Policy, and any other matter which may be referred to it by the Board of Directors.  The Ethics Committee shall be composed of no fewer than five (5) members, which will include four (4) past Presidents, who are not presently on the Board and are not participating on any other SCAHRM committees, and either the President, Vice President, or Immediate Past President, as an ex officio member.

Section 8.2.5 Membership Committee: The Membership Committee is responsible for overseeing the membership of the Association, including recruitment and retention of members, accepting all applications for membership, and managing collection of dues for submission to the Treasurer.  The Membership Committee is further responsible for developing and managing the publication of the annual membership roster, managing the submissions of and processing of membership renewal notices, and providing any other membership services as directed by the Board of Directors.

Section 8.2.6  Public Relations and Marketing Committee: The Public Relations and Marketing Committee is responsible for promoting, advertising, and maintaining collaborative relationships between SCAHRM and the healthcare industry at large, including but not limited to ASHRM, California Society of Healthcare Risk Management, and other affiliated organizations. The Marketing committee is responsible for making all reasonable efforts to maintain continued relationships with the organization’s previous sponsors and to further undertake all reasonable steps to manage and secure sponsorships for SCAHRM’S annual conference.  The Committee is also responsible for promoting and marketing the organization’s webinar sessions.

Section 8.2.7 Nominating Committee: The Nominating Committee shall be composed of no fewer than five (5) members, four (4) of whom shall be elected and the Immediate Past President who shall be the committee chair.  A member of the Nominating Committee is eligible to run for any elected position only after a minimum of one year has lapsed from year of service.  A resignation and/or recusal by the member while he/she is a member of the Nominating Committee shall not serve as an exemption to this clause.  All members are assumed to have read and understood this provision in the Bylaws prior to serving as a member of the Nominating Committee.  This clause applies to both elected and appointed members in the Nominating Committee.

• Section 8.2.7.1 The Nominating Committee chair shall determine the upcoming open        positions and shall make a public announcement electronically to the members requesting nominees for the open positions for Officers, Members-at-Large and Nominating committee.  It is the duty of the Nominating Committee to ensure that there is a nominee for all open positions.  In the event that there are no members nominated for an open position, the Nominating Committee shall nominate members in good standing to ensure a full ballot.
• Section 8.2.7.2 The Committee shall: determine nominee eligibility; contact all eligible nominees; request the nominees to complete and return a biographical information form; and provide a statement of professional objectives form to the Nominating Committee.
• Section 8.2.7.3 The Committee shall prepare an electronic ballot, listing candidates for election to be submitted to each member of the organization. The electronic ballot shall include each candidate’s biographical information. The final electronic ballot shall include space for write-in candidates. The electronic ballots shall be returned by a date and time designated by the Committee.  Any ballots submitted after the designated deadline by the Nominating Committee shall be rendered null and void.  A ballot submitted by anyone other than an active member of the organization shall be rendered null and void.  Multiple ballot submissions by the same member shall be rendered null and void, with the first submission to be accepted as the member’s vote.
• Section 8.2.7.4 Ballots shall be counted and votes shall be tabulated by no less than two members of the Nominating Committee. The results of the election shall be reported to the general membership at the Annual Conference. The candidates who are elected shall be the nominees with the highest number of returned votes for that position.

ARTICLE IX: MISCELLANEOUS

Section 9.1 Compensation. 

All elected Board Members-at-Large and Officers, including all designated Committee members, serve as volunteer members of the Board of Directors and therefore are not subject to compensation for any and all organization services or activities in which they participate. Board of Directors and members of Committees of the organization may be reimbursed for out-of-pocket expenses in conjunction with activities of the organization, as the Board of Directors may vote by resolution to be just and reasonable.

Section 9.2 Use of Assets. 

No part of the assets, property, earnings, equipment, receipts or net earnings of the organization shall inure to the benefit of any Board of Directors, including, but not limited to, Board Members-at-Large, Officers, and members of a committee, of the organization or any private individual(s.) No part of the income of the organization shall be distributed to its members, Board of Directors, including but not limited to, Board Members-at-Large, Officers or members of a committee.  Reimbursement for any out-of-pocket costs and expenses shall not be deemed as a distribution of income.

Section 9.3 Limitation of Powers. 

No Board Member-at-large, Officer, member of a Committee, member, employee or agent of this organization shall contract or engage, pledge its credit or render it liable for any purpose or to any amount unless expressly authorized by the Board of Directors. The organization shall not knowingly provide support of, participate in or intervene in any political and social campaign or cause.

Section 9.4 Indemnification of Agents of SCAHRM. 

Subject to Board of Director’s approval, the organization may indemnify any person who was or is a party or is threatened to be made a party to any legal proceeding because that person is or was a Board Member-at-Large, Officer, or member of a committee of the organization, including expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding.  Subject to Board of Director’s approval, the organization may advance expenses in connection with such an action, unless a judgment or other adjudication shall establish that such claim arose or resulted from any intentional, dishonest, fraudulent, criminal, malicious or knowingly wrongful act of such person.

Section 9.5 Liability Insurance. 

The organization shall purchase and maintain insurance on behalf of the organization, including on behalf of any Board Member-at-Large, Officer, or committee member of the organization against liability asserted against or incurred by such person in his or her capacity or position and as authorized by the organization’s Bylaws.

Section 9.6 Rules of Procedure. 

Except as otherwise provided herein, Robert’s Rules of Order Newly Revised, shall be the authority in all matters of Parliamentary Procedure.

Section 9.7 Nonprofit Status. 

The organization is organized exclusively for the purposes within the meaning of Section 501 (c) (6) of the Internal Revenue Code. Notwithstanding any other provisions of these articles, the organization shall not carry on any other activities not permitted to be carried on under the Internal Revenue Code.

Section 9.8.  Expenses.

• (a) The Association Credit cards shall only be issued to the President, Vice President, and the Association Manager.
• (b) The individuals with signing authority on bank accounts shall be the President, Vice-President, and the Treasurer.
• (c) The President and Vice President may have authority to incur expenses for up to $500 (five hundred dollars) at a given time.  If the expenses exceed $500 (five hundred dollars), the President/Vice President shall seek authority for the expense from the quorum of the Executive Officers.

Section 9.9 Bylaws Review.

SCAHRM bylaws shall be reviewed no less than bi-annually by the Bylaws committee.

ARTICLE X: AMENDMENTS 

These Bylaws may be amended by a two-thirds vote of the members of SCAHRM responding in accordance with the deadline specified in the ballot.  The proposed amendments shall have been submitted in writing, or sent electronically to the members at least thirty (30) days prior to the vote.  Amendments may be proposed by the Board of Directors.  It may also be proposed by any member subject to approval by the Board of Directors.

ARTICLE XI: RATIFICATION

These Bylaws shall be in full force and effective immediately upon adoption and shall supersede and render null and void any prior Bylaws of the organization.

May 1, 2022