Name and Purposes
A membership shall terminate whenever the Board of Directors, or a committee or person authorized by the Board, in good faith, determines that any of the following events have occurred:
Annual dues shall be determined by the Board of Directors of the Association. The Board, by a two-thirds (9) vote may levy such additional membership assessments as necessary to carry out the activities of the Association. The Association’s dues cycle is a one-year membership based on membership anniversary date.
Meetings of the Membership
The annual meeting of the membership shall be held at a location designated in the notice of the meeting. Written notice of the annual meeting shall be sent no less than 30 days prior to said meeting. Such notice shall state the place, date, time, and purpose of the meeting.
At each annual meeting there shall be an introduction of Officers and Directors who have been elected to fill positions left by Directors whose terms have expired and such other business as may properly come before the meeting of the membership.
Board of Directors
The corporate powers, business affairs, and property of the Association shall be governed and controlled by a Board of Directors.
All Directors shall be elected to serve a three- (3) year term and may be re-elected for one additional three year term.. The terms of Directors shall be staggered in order to provide continuity. The Past Chair does not have a term and serves as a voting member of the Board until the current Chair becomes the Past Chair. Board members elected to serve in an officer position may have their terms extended.
The number of Directors shall not exceed thirteen (13), including Officers. The number of Directors may be adjusted by a two-thirds (9) vote of the Directors.
The NHIA Board of Directors will consist of at least twelve (12) representatives of NHIA provider members, and the Past Chair for a total of thirteen (13) Directors. The NHIA President shall serve as a non-voting member of the Board. Board appointments are by company. Once appointed the company can identify its representative.
The twelve (12) elected Board of Directors will be balanced to reflect the Association’s provider membership base with three (3) representatives coming from each of the following categories; National provider, Regional Provider, Community Provider and Hospital provider. A Board position may be extended beyond the two term limit if necessary to maintain the balance representation on the Board.
Each year the Chairman of the Board of Directors shall appoint a Nominating Committee that shall nominate candidates to the Board of Directors. Nominations from the Committee must then be elected by two thirds (9) of the Board at least 30 days prior to the Annual Meeting. Election results shall be announced at the Annual Meeting and the Directors shall assume their duties following the close of the Annual Meeting.
Should vacancies occur in the Board of Directors during a term of office, the Chairman of the Board of Directors shall accept recommendations from the Board as to a candidate to fill the unexpired term. Such nominations must then be elected by a two thirds (9) of the Board of Directors.
It shall be the duty of each Director to keep informed about the affairs of the Association, attend meetings, participate, vote on matters involving the Association, and comply with the NHIA Recitation of Responsibilities. Each year Board members must attend at least 75 percent of the Board meetings unless special circumstances exists.
Any director, elected or appointed may be removed by the Board of Directors whenever, in its judgment, the best interests of the Association shall be served. Such removal shall require a two-thirds (9) vote of all Directors of the Board.
The Chairman of the Board will appoint an Executive Committee consisting of seven (7) representatives including the five (5) Board officers, one additional Board member, and the NHIA President. The members of the Executive Committee shall be appointed for a one year renewable term. The NHIA President shall serve as a non-voting member of the Executive Committee.
The Executive Committee shall assist in the management of the Association between meetings of the Board of Directors and shall report to the Board of Directors on its activities. The Executive Committee will have the power to act for the Board of Directors to the fullest extent permitted in the bylaws. Actions that would require full Board approval include:
Meetings of the Board of Directors
The meetings of the Board shall be at the principal office of the corporation or at any place that the Board may designate. Board meetings may also be held via teleconference, audio/video conference, and other forms of electronic communication.
The Board shall meet at least quarterly (four times per year).
Board members shall receive at least seven days prior notice for regularly scheduled meetings.
Board meetings shall be held on a date selected by the Chairman of the Board.
Special meetings of the Board may be called by the Chairman of the Board or at the request of a simple majority of the Board members.
At all meetings of the Board, a simple majority of the Directors then in office shall constitute a quorum for the transaction of business. When a quorum is once present to organize the meeting, it is not broken by the subsequent withdrawal of any of those present and a meeting may be adjourned despite the absence of a quorum.
Once a quorum is established at a Board meeting any vote taken requires approval of at least a simple majority of the Board members present unless it is the type of vote that the bylaws requires two thirds (9) of the entire Board to approve.
The Officers of the Board of Directors shall be Chairman, Vice Chairman, Second Vice Chairman, Treasurer, and Past Chairman of the Board.
All officers shall serve a one-year term of office and may be re-elected for one additional term in a particular position.
The Chairman of the Board of Directors shall appoint a Nominating Committee that shall nominate candidates for officers of the Board of Directors. Nominations from the Committee must then be elected by a two thirds (9) of the Board of Directors at least 30 days prior to the Annual Meeting. Election results shall be announced at the Annual Meeting and the Officers shall assume their duties prior to the close of the Annual Meeting.
Should Officer vacancies occur during a term of office, the Chairman of the Board of Directors shall appoint a Nominating Committee that shall nominate candidates to fill the unexpired term. Such nominations must also then be elected by a two thirds (9) of the Board of Directors.
The duties of the officers shall be as follows:
Any officer, elected or appointed, may be removed by the Board of Directors whenever, in its judgment, the best interests of the Association shall be served. Such removal shall require a two-thirds (9) vote of all Directors of the Board.
COMMITTEES and INTEREST GROUPS
Representatives from Association members willing and able to comply with a NHIA Recitation of Responsibilities are eligible to serve on Association Committees. Representatives from Association members are also eligible to serve on Association Interest Groups.
The Board of Directors shall establish and set the mission for standing Committees consisting of representatives from member organizations and Association staff. Through the leadership of individuals serving on such Committees, the Committees will help fulfill the Association’s strategic objectives in serving its membership. The Board of Directors may create new Committees, modify Committee missions and dissolve standing Committees so as to keep Committees aligned with NHIA strategic objectives and changes in the field. Standing Member Committees, their missions, and membership will be made available to the public.
The Chairman of the Board may create Ad Hoc Committees as needed. The composition, purpose, and activities of Ad Hoc committees shall be documented in board meeting minutes.
The NHIA CEO or Chairman of the Board may establish ad hoc Interest Groups to meet critical objectives of the association in response to changes in the field and report such establishment to the Board.
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
The Board Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such Officer or Officers, agent or agents, of the Association in such manner as shall from time to time be determined by resolution of the Board of Directors.
All funds of the Association not otherwise employed shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select, or as may be designated by any Officer or Officers, agent or agents of the Association to whom such power may be delegated by the Board of Directors.
The Board of Directors or any Officer or Officers may accept on behalf of the Association any contribution, gift, bequest, or device for the furtherance of the general goals of the corporation.
The accounts of the Association will be audited on a yearly basis (or on an alternate schedule, as approved by the Board, due to special circumstances) by a reputable Certified Public Accountant, whose report shall be submitted to the Board of Directors.
The fiscal year for the Association will run from January 1 through December 31 of each year (a “Calendar Year”).
At the direction of the Board, any Officer or employee of the Association shall be bonded. The Association shall pay the expense of furnishing such bond.
In the event of liquidation of the corporation, whether voluntary, involuntarily, or by operation of law, the remaining assets of the Association shall be applied to repayment of outstanding obligations, as determined by a two thirds (9) vote of the Board of Directors. Any funds remaining after such disposition shall also be distributed based upon a two thirds (9) vote of the Board of Directors.
NOTICE AND TIME REQUIREMENT
In any case when notice to the Directors is required or permitted, the notice shall be in writing or printed. When mailed, the notice shall be deemed to be delivered when deposited in the United States Mail address to the Director at his address as it appears on the records of the corporation. When delivered personally or by hand, the notice shall be deemed delivered when actually received by the Director.
Whenever under the provision of law or these Bylaws, the Board or any committee thereof is authorized to take any action after notice to any person or persons or after the lapse of a prescribed period of time, if at any time before or after such a person entitled to such action is completed, the person entitled to such notice or entitled to participate in the action to be taken submits a signed waiver of notice of such requirement.
The Association may have a seal in the appropriate form, which seal, if one is desired, shall be kept by the Secretary and which may be affixed to formal documents executed in the name of the Association seal is customarily affixed.
The process for making amendments, alterations, or repeals (“amendments”) to the bylaws shall be as follows:
Notice of proposed amendment shall be provided as part of a regularly scheduled meeting of the board of directors and the proposed amendment shall be read at that meeting. Amendments to the bylaws must be approved by a two-thirds (9) vote of the board of directors at the next regularly scheduled meeting of the board of directors that occurs following the reading of the proposed amendment.