American College of Healthcare Executives
BYLAWS
of the ACHE of Central Florida
An independent chapter of the American College of Healthcare Executives
ARTICLE I - NAME
Section 1: Name.
The name of the Chapter shall be American College of Healthcare Executives of Central Florida (ACHECF), and shall include, for purposes of uniformity, “an independent chapter of the American College of Healthcare Executives”. Hereinafter in these bylaws it will be identified as the “Chapter”. The American College of Healthcare Executives will be identified as "ACHE". For communications purposes, the Chapter will alternatively be referred to as the “ACHE of Central Florida” or “ACHECF”.
ARTICLE II – MISSION, AFFILIATION, IDENTITY, AND PURPOSE
Section 1: Mission.
The mission of the Chapter in Orange, Osceola, Seminole, Lake, Volusia, Brevard, Indian River, Okeechobee and St. Lucie Counties, 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. This mission is to be achieved through professional Interaction and promoting social collegiality.
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 Criteria for Chapter Status. 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: Purpose
The purpose of Chapter is to provide an organized structure for members and others in the field of healthcare management that will enable them
to work together on problems of interest; to conduct educational programs and further the professional knowledge of its members; to serve as a resource to the related healthcare associations; to promote channels of communication between the Chapter, and other organizations; to promote the purpose of, and membership in the ACHE; and to help advance the mission of the American College of Healthcare Executives.
ARTICLE III – MEMBERSHIP
Section 1: Eligibility.
Membership in the Chapter shall be available to all individuals who hold at least a baccalaureate degree from an accredited college or university and have an interest in or commitment to the profession of healthcare management and agree to abide by the ACHE Code of Ethics and the Chapter Bylaws.
Section 2: Establishment of Membership.
Membership in this Chapter shall become effective when a completed formal application and when the designated dues payment, if required, have been received by the Chapter.
Section 3: Types of Membership.
Membership in this Chapter shall be consistent with 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 Chapter.
Section 5: Termination, Suspension or Expulsion.
The Chapter Board of Directors may suspend or expel any member for cause after giving such member the opportunity to have a hearing. Membership may be terminated by action of the Chapter Board of Directors as a result of violation of the ACHE Code of Ethics, nonconformity with the Chapter Bylaws, or conduct unbecoming a member, as determined by the Chapter Board of Directors. The Chapter Board of Directors may reinstate any member suspended or expelled.
ARTICLE IV – Finance
Section 1: Annual Dues
[A] 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.
[B] 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.
Section 2: Meeting Registration Fee
The Board of Directors shall establish a meeting registration fee, which shall be charged to the attendees at regular meetings of the Chapter. The fee may be adjusted periodically, and is payable either prior to or at the time of the meeting. The Chapter’s meeting registration fees for Members and non-members will be in accordance with ACHE guidelines.
Section 3: Donated Funds and Property
Any funds or property donated to further the work or programs of the Chapter shall become the property of the Chapter. Donors may designate specific purpose for the donation(s).
Section 4: Expenditures of Funds
Expenditures of treasury funds shall be at the discretion of the Board of Directors and for the benefit of the Chapter as a whole. “Benefit of the Chapter as a whole” shall be defined by the Board of Directors and may include, but not be limited to, costs to offset meals, postage or copying of materials for the monthly meeting or any other expenditure the Board deems appropriate. The Secretary / Treasurer shall report all expenditures to the Board as directed by the President, and communicate the Chapter’s financial status at one general meeting of the membership.
ARTICLE V - MEETINGS OF MEMBERS
Section 1: Meetings of Members.
Any business 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.
Section 3: Notice of Meetings.
Written notice, either electronic or on paper, 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 5 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.
All members shall have the right to vote. Members may vote by written proxy and/or be present physically or telephonically. The Chapter may utilize any method of voting permitted by law.
Section 5: Quorum.
A quorum shall consist of no less than two-thirds (2/3) majority vote of the Chapter Board present.
Section 6: Special Business Meetings.
The Chapter Board 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. The Chapter Board shall have authority and responsibilities for supervising the general operation of the Chapter Board in meeting its mission as stated in Article II.
Section 2: Board Composition.
The Chapter Board shall consist of at least six (6) elected or appointed Officers, outlined in Article VI, Section 3, and at least twelve (12) elected or appointed Directors, comprised of the following positions and who are not compensated by ACHECF:
1. Treasurer-Elect (1)
2. Membership Committee Chairperson (1)
3. Membership Committee Chair-Elect (1)
4. Program Committee Chairperson (1)
5. Program Committee Chair-Elect (1)
6. Communications Committee Chairperson (1)
7. Communications Chair-Elect (1)
8. Partnership Committee Chairperson (1)
9. Partnership Committee Chair-Elect (1)
10. Senior Executive Advisor (1)
11. Higher Education Chair (1)
12. Diversity and Inclusion Chair (1)
13. Diversity and Inclusion Chair-Elect (1)
14. Local Program Council Chairs and Chair-Elects (3-6)
15. CME Chairperson (1)
16. CME Chair-Elect (1)
17. Student Representatives (2)
NOTE: Appointed Officers and Directors (Senior Executive Advisor and “primary” Chair positions) ARE voting members. Committee-Elects, LPC Chair-Elects, and Student Representatives are NON-VOTING members of the Board.
Section 3: Chapter Officers.
The Chapter shall have six (6) Chapter Officers, as follows:
1.1 Chapter President. The President of ACHECF shall act as the Chief Executive of the Chapter and of the Board of Directors, shall preside at all meetings of the Board and is responsible for the production of the official Board meeting minutes; which may be delegated as needed. The President has the overall responsibility to the membership for the quality and value of services offered to the membership. The President serves as liaison to the greater community and provides leadership and direction to members of the Board. The President will serve as the primary liaison to ACHE. In addition, the President is responsible for the development of the Board of Director’s Leadership Orientation and Leadership binder provided annually, or as needed.
No less than annually, the President shall submit a report, in writing, to the Board of Directors. Said report shall contain information pertaining to the fiscal situation of the chapter, personnel changes, new developments with regard to chapter activities and status of membership. Board meeting minutes that memorialize this information may be used as a substitute for the written President’s report.
If the office of President becomes vacant the Vice President shall immediately accede to the presidency for the duration of the unexpired term and also shall continue to service as Vice President. Should he/she become unable to perform the duties of the office or the Vice President position was already vacant; the Board of Directors shall appoint, from the membership of the Board of Directors, a President Pro Tempore to serve for the remaining portion of the unexpired term. At the regular election of the Board of Directors, a President and a Vice President shall be elected in accordance with the provisions of these Bylaws.
The President is expected to serve as the Past (Immediate) President after the term of President for a year or election cycle.
1.2 Chapter Vice President. The Chapter Vice President (President–Elect) shall attend all meetings of the Board of Directors and is responsible for the facilitation, coordination, and supervision of new organizational endeavors, such as strategic planning and overseeing all ACHECF student activities, and responsible for executive oversight of the Programs Committee and Diversity & Inclusion Committee and their associated Chairperson(s). The modification of assigned or additional duties and committees alike are at the direction of the President and ratified by the Board of Directors, as needed. The Chapter Vice President shall substitute for the Chapter President in his or her absence or inability to serve and shall prepare plans for his or her term of office. The Vice President shall advance to President at the completion of the preceding President's term of office without an election once elected to the office of Vice President.
1.3 Chapter Treasurer. The Treasurer shall attend all meetings of the Board of Directors and be responsible for all financial records and transactions of ACHECF and will submit a written financial report to the President at each Board meeting or as needed. They shall reconcile and process payments received at all ACHECF events as well as prepare and submit the ACHECF annual tax return, as needed. The Treasurer shall ensure that the Treasurer-Elect is versed in the responsibilities of the position prior to assuming the role and responsible for executive oversight of the Sponsorship Chair and/or Committee. The modification of assigned or additional duties and committees alike are at the direction of the President and ratified by the Board of Directors, as needed.
1.4 Chapter ACHE Regent of Florida Eastern. The Regent shall be an ex-officio member with voting rights and responsibilities of the Board and Nominating Committee.
1.5 Chapter Past President. The Chapter Past (or Immediate) President can be appointed or as a matter of transition as a previous Chapter President and assures smooth transition of the organizational leadership and provides counsel and insight to the President as required. The Past President will preside over the Past President’s Advisory Group. The modification of assigned or additional duties and committees alike are at the direction of the President and ratified by the Board of Directors, as needed.
1.6 Chapter Secretary. The Secretary shall attend all meetings of the Board of Directors and be responsible for in written form to the Board shall keep a roster of its members and shall keep and be custodian and creator of the minutes and agendas, notifications (meeting schedules, etc.) and records (policies, ACHE reports, committee reports, Board & committee rosters, annual reports, etc.) as needed. The modification of assigned or additional duties and committees alike are at the direction of the President and ratified by the Board of Directors, as needed.
Section 4: Term of Office.
The term of Directors and Officers shall commence on January 1st and shall continue for a period of one year, or until replaced by a subsequent election. Directors and Officers may serve consecutive terms. In the event of a vacancy, the Chapter Board shall appoint an eligible member to fulfill the remainder of the term. Upon completion of a term for Vice President (President-Elect) and committee chair-elect positions, their directors will actuate to the President and committee chair positions, respectively, for the subsequent term.
Section 5: Duties of Directors and Committee Chairs/Chair-Elects.
5.1 Duties of the Committee Chair and Chair-Elect – As the elected Chair of each committee, their responsibility will be for leadership and direction of each functioning (i.e. programs, membership, communication, sponsorship) committee. Each Chair will report to the President or appointed Chapter Officer and provide status on their monthly activity in the respective committees. The Chair-Elect acts on behalf of the Chair and represents their committee at Board meetings in the absence of the Chair. Both the Chair and Chair-Elect are versed in the responsibilities of their positions prior to assuming the role of Chairperson.
5.2 Duties of Senior Executive Advisor – is responsible for representing the general membership and serve to provide a representative mix of the membership while acting as a liaison to the chapter within their respective organization of employment. Preference in recruitment of role will focus on those senior leaders who have their FACHE credentials.
5.3 Duties of Higher Education Chair – is responsible for representing the deans, faculty and students of a local higher education institution, more specifically, the ACHE members that fall into the aforementioned categories. Higher Education Chair will act as a liaison for the chapter to our area higher education organizations.
5.4 Duties of the Local Program Council Chair/Chair-Elect – shall cooperate with the Programs Committee Chair and Chair-Elect in planning, coordinating, and conducting educational and networking meetings, which includes securing speakers, panelists, venue and food contracting as needed for their specific local program council service area (Volusia, Seminole, Lake, Orange, Osceola, or Brevard counties). The Chair will liaise between their county and ACHECF, the speakers/panelists, to secure ACHE credits, as appropriate, for educational / networking offerings in the designated service area and approved by ACHECF Board of Directors. The Program Committee Chair and/or Chair-Elect will maintain executive oversight of all activities with the LPC.
5.5 Duties of the Partnership Committee Chair/Chair-Elect – Shall be responsible for all fund raising and soliciting sponsorship with each committee’s Chair to support all ACHECF educational and networking events. The Committee consists of the Chair and members of the general membership as needed.
5.6 Duties of the Diversity and Inclusion Chair/Chair-Elect- Shall provide diversity and inclusion (DI) education for members at each education program and annually for the ACHECF BOD. Serves as a compass for BOD, ensuring DI is top of mind in fulfilling our chapter’s vision and mission. Serves as active members of the programs committee and helps to recruit diverse panelists for programs. Plans and executes annual DI program.
5.7 Duties of the CME Chair/Chair-Elect – Shall be responsible for all CME offerings provided by Chapter. Serves as main point of contact with the Florida Medical Association (FMA) to ensure Chapter applies for and is in compliance with CME requirements for Joint Providership as defined by FMA in its most recent FMA Joint Providership Application - (https://www.flmedical.org/florida/Florida_Public/Docs/EDU/Joint-Providership-Application.pdf). Plans and executes CME educational programs in association with Program Committee. Maintains “Active” or “Military/Gov” standing as an FMA member while in-office.
Section 6: Eligibility of Directors.
Directors must be members of the Chapter in good standing who have completed one year of membership.
Section 7: Eligibility of Officers.
Officers must be members of the Chapter in good standing who have completed at least one year as a member.
Section 8: Chapter Board Meetings.
Regular meetings of the Chapter Board shall be held at least eight (8) times during a year at such time, place, and mode of meetings as the President may determine. The President or any three (3) other Board members may also call special meetings of the Board.
Section 9: Notice.
Notice of any regular or special meeting of the Board of Directors shall be given to each Director ten (10) days prior to the meeting, if notice is delivered by U.S.
mail, or five (5) days prior to the meeting if notice is delivered by facsimile or electronic mail. Any director may waive notice of any meeting.
Section 10: Quorum.
A majority of 2/3 of voting members of the Chapter Board 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 11: Action of the Chapter Board.
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. The Chapter Board may vote by written proxy. In the event of a tie vote, the Chapter Board President shall break the tie.
ARTICLE VII - ELECTIONS
Section 1: Elections for Officers and Directors of the Chapter Board.
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 or by electronic means except when there is only one candidate for an office, in which case the Chapter Board 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. Annual elections will occur every October and be effective the following calendar year.
ARTICLE VIII - COMMITTEES
Section 1: Committees.
The Chapter President may, with the concurrence of the Chapter Board of Directors, establish, specify duties, and appoint chapter members to any committees as may be deemed necessary or advisable for effective administration of the Chapter. Members may serve one year on such committees and may be re-appointed.
Standing Committees. There are six (6) standing Committees of the ACHECF: Membership, Program, Communication, Local Program Council, Sponsorship and Diversity & Inclusion:
1.1 Membership Committee – shall monitor ACHE’s membership levels and report to the Board all membership statistics on a monthly basis. The committee will perform registration activities at all events, maintain the guest and non-ACHECF member database, monitor membership growth, manage the Chapter’s mentor program and other professional development, manage membership retention / recruiting campaigns, manage the Chapter’s volunteer program and volunteer placement, and be responsive to member concern(s) with assistance of the Chapter’s paid staff and/or administrative assistant. The Committee shall consist of the Chairperson, Chair-Elect, and any general members of ACHE.
1.2 Program Committee – shall cooperate with the Board in planning, coordinating, and conducting educational and networking meetings, which includes securing speakers, panelists, venue and food contracting as needed. The Committee will liaise between ACHECF, ACHE and the speakers/panelists, to secure ACHE credits, as appropriate, for educational / networking offerings, including ACHECF’s primary service area and extended area, where ACHECF sponsors Local Program Councils (LPC). The Committee shall consist of the Chairperson, Chair-elect, any LPC Chair(s), and any general members of ACHE.
1.3 Communication Committee – shall conduct and maintain all member communications, including the preparation and dissemination of meeting notices, newsletters and other ACHECF communiqués. The Committee shall prepare and circulate the ACHECF newsletter and maintain the ACHECF website and Social media presence with assistance of the Chapter’s paid staff and/or administrative assistant. The Committee shall consist of the Chairperson, Chair-Elect, and any general members of ACHE.
1.4 Local Program Council – this subcommittee shall provide local programming to appointed counties within ACHECF service area under the direction of the Program Committee Chair / Chair-Elect and Board of Directors. The LPC can be financially sponsored by ACHECF and directly managed by the LPC Chair and general members of ACHE in a specific area, as directed by the Board.
1.5 Sponsorship Committee – shall conduct fundraising activities; provide corresponding value in advertising opportunities at events and Chapter website and newsletter(s) to the general membership. Sponsorship fundraising is intended to offset the cost of Chapter event programming and general cost of operations as outlined by the Board and its annual budget. The Committee shall
consist of the Chairperson and Chair-elect, and any general members of ACHE as needed.
1.6. Diversity and Inclusion Committee – shall provide annual diversity and inclusion training to Board members and spread awareness of D&I activities to chapter members through inclusion of information at educational forums; shall be active participants of the Programs Committee and help to recruit diverse ACHE members and panelists for programs; and shall execute the chapter D&I program for the chapter.
Ad-Hoc Committees. There are two (2) ad-hoc committees of the ACHECF: Nominating and Past President’s Advisory Group:
1.7 Nominating Committee – shall conduct all elections whether in person, at a general meeting, by mail or email methods. Any member of ACHECF may recommend a candidate for consideration by the Nominating Committee until the time ballots are created and/or printed. Nominating may also be taken from the floor meeting (if held) at which a vote shall be taken. The committee shall serve Ad-Hoc, as needed and consist of one (1) ACHECF Chapter Officer, who acts as the Nominating Committee Chairperson, and at least two (2) members of the Board of ACHECF and ACHE Regent / Florida Eastern; who are not new to the Board or on the current ballot election as a Chair-Elect, Member-at-Large, and/or Local Program Council Chair/Chair-Elect.
1.8 Past President’s Advisory Group – shall provide counsel to existing chapter officers and directors in maintaining the Chapter’s purpose and mission. The Advisory Group should meet annually and be presided over by a Chairperson, the Chapter Past President. The advisory group shall consist of the Chairperson and any past president(s) of ACHECF.
ARTICLE IX - CONFLICT OF INTEREST
Section 1: General.
The Chapter Board 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 nominee for a Chapter Board or committee position shall make written disclosure of 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. Such a written disclosure shall be made on such form or forms as may be adopted by the Chapter Board for that purpose.
ARTICLE X – AMENDMENTS
Section 1: Amendments.
The Bylaws may be altered or amended by majority vote of the Chapter Board.
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 to 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 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 duly authorized by the Chapter Board.
Section 2: Fiscal Year.
The fiscal year of the Chapter shall commence on January 1st 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.