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Bylaws and policies
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AMENDED AND RESTATED

BYLAWS OF

HEALTHCARE HUMAN RESOURCES MANAGEMENT ASSOCIATION OF CALIFORNIA

a California Nonprofit Mutual Benefit Corporation

 

ARTICLE I

The name of this corporation is HEALTHCARE HUMAN RESOURCES MANAGEMENT ASSOCIATION

OF CALIFORNIA ("HHRMAC") and is an affiliated chapter of the American Society for Healthcare Human

Resource Administration (ASHHRA).

ARTICLE II

OFFICES

SECTION 2.1 PRINCIPAL OFFICE

The principal office for the transaction of the Activities and affairs of the corporation ("principal office") is located at 700 R Street, Suite 200, Sacramento, CA 95811. The Board of Directors ("the Board") may

change the principal office from one location to another. Any change of location of the principal office

shall be noted by the Secretary to state the new location.

 

SECTION 2.2 OTHER OFFICES

The Board may at any time establish branch or subordinate offices at any place or places where the

corporation is qualified to conduct its activities.

 

ARTICLE III

PURPOSES AND LIMITATIONS

SECTION 3.1 GENERAL PURPOSES

This corporation is a nonprofit mutual benefit corporation organized under the California Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such law. Such purposes for which this corporation is formed are pleasure, recreation and other non-profitable purposes. This corporation is organized exclusively for such purposes within the meaning of Section 501(c) (6) of the Internal Revenue Code of 1986 and Section 23701(e) of the California Revenue and Taxation Code. Notwithstanding any other provision of these Bylaws, this corporation shall not, except to an insubstantial degree, carry on or

engage in any activities or exercise any powers that are not in furtherance of the purposes of this

corporation, and the corporation shall not carry on any other activities not permitted to be carried on (j) by a corporation exempt from Federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law); or by a

corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code

of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

 

SECTION 3.2 LIMITATIONS

Political activity:

No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in or intervene in (including the publishing or distributing of statements in connection with) any political campaign on behalf of any candidate for public office.

Property:

The property, assets, profits and net income are dedicated irrevocably to the purposes set forth

in Section 3.1 above. No part of the profits or net earnings of this corporation shall ever inure to the

benefit of any of its directors, trustees, officers, members, employees, or to the benefit of any private

individual.

Dissolution:

Upon the winding up and dissolution of this corporation, after paying or adequately providing

for the payment of the debts, obligations and liabilities of the corporation, the remaining assets of this

corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and

operated exclusively for charitable, educational or scientific purposes for the benefit and interest of the

health care industry as forth in this Article III and which has established its tax-exempt status under

Section 501(c)(7) of the Internal Revenue Code of 1986 (or the corresponding provision of any future

United States Internal Revenue Law).

 

ARTICLE IV

MEMBERSHIP

SECTION 4.1 QUALIFICATION AND RIGHTS OF MEMBERSHIP

Classes and Qualifications:

This corporation shall have five (5) classes of members;

 

Practitioner membership shall be granted to practicing healthcare human resources professionals in a healthcare organization or an organization whose primary focus is the delivery of patient care or the support of that activity.

Consultant membership shall be granted to individuals whose employer, including those who are self-employed, provides products and services to the human resource practitioner.

Student membership shall be granted to students pursuing a course of study in human resources/personnel administration/management or hospital administration in an accredited college or university.

Honorary membership is conferred upon those persons chosen by a unanimous vote of the board of directors for their outstanding services to the field of health care human resources administration. They need not be current practitioners.

Member in Transition membership is for those not currently working in the human resources profession and this membership category is available for a maximum of two years, including the year the transition began.

Admission to Membership:

Any person dedicated to the purposes of this corporation who fulfills the qualifications set forth above

shall be eligible for membership on approval of the membership application by the board of directors and payment of such dues and fees as the board of this corporation may fix from time to time. The board of directors, in its sole discretion, may deny membership in the event a majority of the board present at a duly held meeting determines that a conflict of interest exists.

 

Voting Limitations:

Consultant members, student members and honorary members shall not be eligible to vote or eligible for elective office and shall not use the name of the corporation on any promotional materials for any

presentations without board approval. Consultant and honorary members may be appointed to the Board of Directors in an advisory capacity but shall not be voting members.

 

Voting Members:

Active practitioner members shall have the right to vote as set forth in these bylaws on the election of

directors, election of officers for whom election by members is provided in the bylaws, on the disposition of all or substantially all of the assets of the corporation, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the corporation. In addition, active practitioner members shall have all rights afforded members under the California Nonprofit Mutual Benefit Corporation Law.

 

SECTION 4.2 DUES, FEES AND ASSESSMENTS

Each member must pay, within the time and on the conditions set by the board of directors, the dues,

fees and assessments in amounts to be fixed from time to time by the board. The dues, fees and

assessments shall be equal for members of each class, but the board may, in its discretion, set different

dues, fees and assessments for each class. The board may further, in its discretion, accept late dues,

fees and assessments upon payment of designated penalties.

 

SECTION 4.3 GOOD STANDING

Those members who have paid the required dues, fees and assessments in accordance with these

bylaws shall be members in good standing.

 

SECTION 4.4 TRANSFER OF MEMBERSHIP

HHRMAC membership is personal and not transferable to another person. Members who change their

membership category are required to give the board written notice within 60 days of such change.

Membership will be changed to the appropriate category.

 

SECTION 4.5 RESIGNATIONS

A member may at any time file a resignation as a member of HHRMAC by written correspondence to the

board of directors. There will be no return of any dues paid.

 

SECTION 4.6 LOSS OF ELIGIBILITY

If a member is unemployed, yet seeking a human resource management position in a healthcare

organization or an organization whose primary focus is the delivery of patient care or the support of that

activity, the board, at its sole discretion, may extend the member’s eligibility for up to one year from the

member’s next renewal date, except in the case of honorary members.

 

SECTION 4.7 TERMINATION OF MEMBERSHIP

Non Payment of Dues:

Members who fail to pay dues within 60 days after due and payable shall have their membership

automatically terminated.

 

Conduct:

Actions or behavior by a member that is disruptive to the organization or to a meeting or that it inimical

with the good name or purpose of the organization are grounds for termination of membership.

Termination under this subsection requires that a majority of the Board vote in favor of termination.

 

SECTION 4.8 MEETINGS OF MEMBERS

Place of Meeting:

Meetings of the members shall be held at any place within or outside of California so designated by the

board. In the absence of any such designation, the meeting of members shall be held at the principal

office of the corporation.

 

Annual Meeting:

HHRMAC shall meet at least once each year for the transaction of its affairs on a date and time selected

by the Board of Directors and to transact any other business which is properly brought before the

members subject to this Article IV.

 

Notice Requirements for Meetings of Members:

Whenever members are required or permitted to take any action at a meeting, written notice of the

meeting, by mail or email, shall be given to each member entitled to vote at that meeting. The notice shall specify the place, date and hour of the meeting and (i) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted or, (ii) for the annual meeting, those matters that the board, at the time the notice is given, intends to present for action by the members, but, except as provided below, any proper matter may be presented at the meeting. The notice of any meeting at which directors or officers are to be elected shall include the names of all persons who are nominees when notice is given.

 

Notice of Certain Agenda Items:

Approval by the members of any of the following matters, other than by unanimous approval by those

entitled to vote, is valid only if the notice or written waiver of notices states the general nature of the

proposal or matter: Amending the articles of incorporation; Approving a contract or transaction between the corporation and one or more directors or between the corporation and any entity in which a director has a material financial interest; Electing to wind up and dissolve the corporation; or,

Approving a plan of distribution of assets, other than money, not in accordance with liquidation rights of

any class or classes as specific in the articles or bylaws, when the corporation is in the process of winding

up.

 

Manner of Giving Notice:

Notice of any meeting of members shall be in writing and be given not less than ten (10) nor more than

ninety (90) days before the meeting date. The notice shall be given either by first class mail or email, and

shall be addressed to each member entitled to vote at the address of that member appearing on the

books of the corporation or at the address given by the member to the corporation for purposes of notice. If no address appears on the books of the corporation, and no address has been so given, notice shall be deemed to have been given if either (i) notice is sent to that member by first class mail or telegraphic or electronic written communication to the principal office of the corporation. Waiver of notice shall be conducted in accordance with the California Non-Profit Mutual Benefit Corporation Law.

 

Quorum:

A quorum at the annual meeting shall consist of no less than ten percent of the eligible voting members of HHRMAC, based on the number of HHRMAC members as of the preceding calendar year. A quorum in

votes is a majority of the number of persons that would constitute a quorum.

 

SECTION 4.9 VOTING OF MEMBERS

Eligibility to Vote:

Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law, members entitled to vote at any meetings of members shall be active members in good standing as of the record date

determined under Article IV, Section 4.7(a) of these bylaws.

 

Manner of Casting Votes:

Voting shall require the use of first-class mail or e-mail or may be conducted by members voting in

assembly. If a vote is conducted by U.S. mail, returned ballots shall be counted if postmarked on or prior

to the mailing date specified on the ballot.

 

Approval by Majority Vote:

Except as otherwise specified herein or as required by the California Nonprofit Mutual Benefit Corporation Law, all matters shall be settled by a simple majority vote, a majority of votes returned or a majority of members voting in assembly, as the case may be.

 

Action Without A Meeting:

Any action required or permitted to be taken by the members entitled to vote may be taken without a

meeting, with voting conducted by first-class mail or email as set forth above.

 

SECTION 4.11 RECORD DATE

Record Date Determined by Board:

For purposes of determining the members entitled to notice of any meeting, to vote at any meeting, to

vote by written ballot or to exercise any rights with respect to any lawful action, the board may fix, in

advance, a record date. The record date so fixed: For voting at a meeting shall not be more than sixty (60) days before the date of the meeting; For notice of a meeting shall not be more than ninety (90) or less than ten (10) days before the date of the meeting; For voting by written ballot shall not be more than sixty (60) days before the day on which the first written ballot is mailed or solicited; and, For any other action shall not be more than sixty days before the date of the action. Members of Record.

For purposes of Sections (a) and (b), a person holding a membership at the close of business on the

record date shall be a member of record.

 

Rights of Members:

Each person entitled to vote shall have the right to do so either in person or by one or more agents

authorized by written proxy, signed by the person entitled to vote and filed with the secretary of the

corporation.

ARTICLE V

DIRECTORS

SECTION 5.1 POWERS

General corporate powers:

Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and

any other applicable laws, and any limitations of the Articles of Incorporation and of these Bylaws, the

activities and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.

 

Specific Powers:

Without prejudice to these general powers, but subject to the same limitations, the Directors shall have

the power to: Prescribe powers and duties of officers that are consistent with law, with the Articles of Incorporation and with these Bylaws; and fix their compensation and require from them security for faithful performance of their duties; Change the principal office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency or country and conduct its activities within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting, including annual meetings; Adopt and use a corporate seal, prescribe the forms of membership certificates consistent with the provisions of Section 7313 of the California Corporations Code and alter the forms of the seal and certificates; Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the purposes of the corporation, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,  hypothecations and other evidences of debt and securities; Approve membership applications as indicated in Article VI, Section 6.1; Authorize the appointment of honorary members as indicated in Article IV, Section 4.1A; and, Assist in the formation of programs for regular meetings, special meetings, conferences and workshops.

 

SECTION 5.2 NUMBER AND SELECTION OF DIRECTORS AND RESTRICTIONS ON DIRECTORS

Composition:

The HHRMAC Board of Directors shall include the immediate past-president, president, the vice

president/president-elect, secretary/treasurer, non-hospital healthcare director and 4 directors as

voting members. Committee chairpersons may participate in board meetings, as non-voting members,

 when invited by the president. The president may, with executive committee approval, appoint special

liaison(s) to the board as non-voting member(s).  The Board will also have a representative from CHA as

a non-voting member.  That individual should be the person who holds the position of Vice President,

Labor and Employment at CHA.

 

Nominations by Committee:

A Nominating Committee established by the board shall present a slate of officers and Board of Directors to the full membership for approval. When possible, at-large directors, other than officers, shall be equal in representation between Northern California and Southern California members.

 

Solicitation of Votes:

The board shall formulate procedures that allow a reasonable opportunity for each nominee to

communicate to members the nominee’s qualifications and reasons for the nominee’s candidacy, a

reasonable opportunity for all nominees to solicit votes, and a reasonable opportunity for all members to choose among the nominees.

 

Use of Corporate Funds to Support Nominee:

Without board authorization, no corporate funds may be expended to support a nominee for director after more people have been nominated than positions available on the board.

 

Selection:

The selection of officers and directors shall be conducted every two years by mail or e-mail. The slate will be sent to each voting member no later than 14 days prior to the voting date, voting ending 30 days after notice. Only ballots that are properly marked will be tabulated. The votes will be tabulated  confidentially, independent of the officers and members of HHRMAC. Challenges to the slate presented to membership will be conducted through a write-in procedure. Write-in votes will be tabulated based on the established procedure. In the event of a tie vote, a runoff election will be held between the tied candidates, and a plurality will determine the results of the runoff election.

 

Eligibility:

Only practitioner members of HHRMAC who are currently practitioners in compliance with all provisions of the bylaws and who meet the criteria outlined for the position shall be eligible to serve on the Board of Directors. Eligibility to serve as a board member terminates if that member retires as a practitioner, or in some manner becomes ineligible for practitioner membership.

 

SECTION 5.3 TERM OF OFFICE OF DIRECTORS

Directors shall be elected at each annual meeting as follows: Each director shall be elected to a two (2)

year term. Each term shall begin on January 1st of the year immediately following election.

 

SECTION 5.4 VACANCIES

Events Causing Vacancy:

A vacancy or vacancies on the Board shall exist on the occurrence of the following: (i) the death, removal, suspension or resignation of any Director; or (ii) the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under Sections 7238 and following of the California Nonprofit Mutual Benefit Corporation Law; (iii) the vote of the members or, if the corporation has fewer than fifty (50) members, the vote of a majority of all members, to remove any director(s); provided, however, that a director who was designated as a director, rather than elected by the members, may be removed by the person or persons who designated that director and may not be removed without the written consent of that person or persons; (iv) the increase of the authorized number of directors; or (v) the failure of the members, at any meeting at which any director or directors are to be elected, to elect the number of directors required to be elected at that meeting.

 

Resignations:

Except as provided in this subsection, any director may resign effective upon giving written notice to the

president or secretary of the board. The resignation shall be effective when the notice is given unless it

specifies a later time for the resignation to become effective. If a director’s resignation is effective at a

later time, the board may elect a successor to take office when the resignation becomes effective.

 

Filling vacancies:

Any vacancy on the board shall be filled by vote of the remaining directors then in office, whether or not

less than a quorum or by a sole remaining Director. The members may fill any vacancy or vacancies not

filled by the directors. No vacancy on reduction of number of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before

the director's term of office expires.

 

SECTION 5.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

Meetings of the board shall be held at the principal office of the corporation or at such other place as has been designated by the board. In the absence of any such designation, meetings shall be held at the

principal office of the corporation. Any meeting may be held by conference telephone, electronic video screen, closed circuit television or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting so long as each member participating in the meeting can communicate with all of the other members concurrently, each member is provided the means of participating in all matters before the board including, without limitation, the capacity to propose or to interpose an objection to a specific action to be taken by the corporation and the corporation adopts and implements some means of verifying that the person participating in the meeting is a director or other person entitled to participate in the meeting and that all actions or votes taken at that meeting are cast only by the directors.  Board meetings are open to all HHRMAC members to observe. Members attending a board meeting are not entitled to vote. Members may participate in discussion with the permission of the board.

 

SECTION 5.6 ANNUAL, REGULAR AND SPECIAL MEETINGS

Annual Meeting:

The board shall hold an annual meeting in conjunction with the regularly scheduled annual meeting of the members each year for the purpose of organization and the transaction of other business.

 

Other Regular Meetings:

The board shall hold at least four (4) regular business meetings throughout the year. Such regular

meetings may be held without notice.

 

Special Meetings:

Authority To Call. Special meetings of the board for any purpose may be called at any time by the

president, the vice president, the secretary, the treasurer or any two (2) directors.

 

Notice:

Manner of Giving Notice. Notice of the time and place of special meetings shall be given to each director

by one of the following methods: by personal delivery of written notice; by first-class mail, postage pre paid by telephone, either directly to the director or to a person at the director's office who would reasonably be expected to communicate that , notice promptly to the director; by electronic mail or facsimile. All such notices shall be given or sent to the Director's address and/or telephone number -as shown on the records of the corporation. Time Requirements. Notices sent by first-class mail shall be deposited in the United States mail at least four (4) days before the time set for the meeting. Notices given by personal delivery or telephone shall be given at least forty eight (48) hours before the time set for the meeting. Notice Contents. The notice shall state the time of the meeting, and the place if the place is other than the principal office of the corporation. It need not specify the purpose of the meeting.

 

SECTION 5.7 QUORUM

Five directors shall constitute a quorum for the transaction of business, except to adjourn as provided in

section 5.9. Subject to the more stringent provisions of the California Nonprofit Mutual Benefit Corporation Law, including, without limitation, those provisions relating to (i) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (ii) approval of certain transactions between corporations having common directorship, (iii) creation of an appointment of committees of the board and (iv) indemnification of directors, every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

 

SECTION 5.8 WAIVER OF NOTICE

Notice of a meeting need not be given any director who signs a waiver of notice. The waiver of notice or

consent must specify the purpose of the meeting. All such waivers, consents and approvals shall be filed

with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given any director who attends the meeting without protesting before or at its commencement the lack of notice to such director.

 

SECTION 5.9 ADJOURNMENT

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to

another time and place.

 

SECTION 5.10 NOTICE OF ADJOURNED MEETING

Notice of the time and place of holding an adjourned meeting need not be given, unless the original

meeting is adjourned for more than twenty-four (24) hours, in which case notice of any adjournment to

another time and place shall be given before the time of, the adjourned meeting to the directors who were not present at the time of the adjournment.

 

SECTION 5.11 ACTION WITHOUT MEETING

Any action required or permitted to be taken by the board may be taken without a meeting, if all members of the board consent in writing to that action. Such action by written consent shall have the same force and effect as any other validly approved action of the board. Such written consent or consents shall be filed with the minutes of the, proceedings of the board. For the purposes of this Section 5.11 only, "all members of the Board" shall not include directors who have a material financial interest in a transaction to which the corporation is a party.

 

SECTION 5.12 EXPENSES OF THE BOARD

Members of the board who are not otherwise officers of the corporation shall be responsible for their own expenses related to travel accommodations and other costs of participation in meetings, educating

programs or other corporate activities.

 

ARTICLE VI

COMMITTEES

SECTION 6.1 COMMITTEES OF THE BOARD

The board, by resolution adopted by a majority of the directors then in office, may create one or more

committees to serve at the pleasure of the board. Appointments to committees of the board shall be by

majority vote of the directors then in office. The board may appoint one or more directors as alternate

members of any such committee, who may replace an absent member at any meeting. Any such

committee, to the extent provided in the resolution of the board, shall have all of the authority of the

board, except that no committee, regardless of board resolution, may: fill vacancies on the board or in any committee which has the authority of the board; establish or fix compensation of the directors for serving on the board or on any committee; amend or repeal Bylaws or adopt new Bylaws; amend or repeal any resolution of the board which by its express terms is not so amendable or repealable;

appoint any other committees of the board or the members of these committees; approve any contract or transaction to which the corporation is a party and in which one or more of its directors has a material financial interest, except as such approval is provided for in Section 5233(d)(3) of the California Corporations Code.

 

Description of Committee Chairs:

 

MEMBERSHIP DIRECTOR

The Membership Director shall be responsible for developing resources, materials and programs to attract and retain membership in the Association.

Term of Office. Two years.

Job Responsibilities:

a.       Shall develop, or cause to be developed, membership solicitation techniques to respond to inquiries from potential members.

b.      Shall coordinate annual solicitation campaign for membership renewal.

c.       Shall develop, or cause to be developed, a membership information packet to include reference to an application form/procedure, to be distributed to the membership or potential membership.

d.      Reviews applications for membership and prospective member’s information for qualification and submits the findings to the board for review.

e.      Develops and implements, or causes to be implemented, programs/approaches, such as a new member welcome letter or orientation, to assist new members in feeling welcome and important to the Association.

f.        Identifies and takes advantage of opportunities, personally or through a designee,  to provide membership information to guests in attendance at HHRMAC meetings/programs.

g.       Regularly obtains, or causes to obtain, listings of new ASHHRA members in California and sends membership information.

PROGRAMS/EDUCATION DIRECTOR

The Programs/Education Director shall be responsible for developing and coordinating quality programming to meet the needs of the membership, with input from the board and the general membership, including content for programs, logistics and facility coordination.

Term of Office - Two years.

Job Responsibilities:

 

a.       Serves as the co-chair with the Immediate Past President of the Conference Committee in planning the Annual HHRMAC Conference.

b.      Secures quality speakers to address topics of interest to the membership, with consideration of costs and by checking references of potential speakers. Obtains approval on proposed programs from board.

c.       Discusses, or causes to discuss presentation outline with the speaker in advance of the program to ensure quality of the presentation.

d.      Coordinates, or causes to coordinate, with the facility where the program will occur, attending to details such as: scheduling conference rooms, date reserved , numbers confirmed, meals set, deposit made, final bill approved and sent to treasurer, AV needs set and reduced room rate for attendees. Prepares, or causes to prepare conference program or announcements; review prepared announcement, verify for accuracy prior to distribution.

e.      Oversees the timely mailings to members and prospective members, to sponsors and exhibitors.

f.        Oversees the preparation of speaker biographies and introductions; distribution of confirmation and thank-you letters to meeting presenters.

g.       Coordinates solicitation of program evaluations; reports on the results to the board to gather suggestions for future programs.

h.      Explores other opportunities for education of members at the state level.

i.         Obtains, or causes to obtain, HRCI credits for educational offerings.

 

OUTREACH DIRECTOR/AREA LIAISON

The Outreach Director represents the interests of members who are new to the profession, new to the healthcare industry and/or new to California.  Position also interfaces, when appropriate with other industry or trade organization as well as individual divisions within HHRMAC.

Term of Office - Two years.

Job Responsibilities:

a.        Responds to inquiries, by phone, e-mail or website, from professionals inquiring about HHRMAC and communicates the value of association membership.  Communicates specific information to Membership Director for follow-up, as appropriate.

b.       Communicates effectively to new human resources professionals the value of association with HHRMAC.

c.        Encourages participation in HHRMAC activities and volunteer opportunities by those new to the profession.

d.       Makes contact with new ASHHRA members in California and encourages membership and participation in HHRMAC.

e.       Coordinates mentor program

f.         Serves as Liaison to HHRMAC members statewide, encourages and helps arrange face-to-face meetings as appropriate for geographic area or specialty. Develops step-by-step guide for meeting coordination and set-up.

g.        Partners with the Secretary/Treasurer to keep the HHRMAC.org website, and other social media-associated sites current, effective, and revenue producing.

AT-LARGE BOARD DIRECTOR
The at-large board director serves as a voice of members and non-members who work in hospital and health care systems by contributing to board of director activities.

Term of Office - Two years.

Job Responsibilities:

a.        Understands the diverse needs of hospitals and health care systems and can translate that understanding into discussion of relevant ways to attract new members, provide programming for those audiences, and deliver value to them

b.       Solicits regular feedback from members and non–members on issues relating to health care and health care human resources

c.        Provides a unique perspective of the needs and concerns of human resources professionals in hospitals or health care systems through dialogue and discussion with the HHRMAC board.

d.       Volunteers for projects and committee work as needed.

Committee Chairs are voting members of the board of directors but may appoint co-chairs for the committee that serve as non-voting members.

 

SECTION 6.2 MEETINGS AND ACTIONS OF THE COMMITTEES

Meetings and action of committees of the board shall be governed by, held and taken in accordance with the provisions of Article V of these Bylaws, concerning meetings and other actions of the board, except that the time for regular meetings of such committees and the calling of special meetings thereof may be determined either by resolution of the board or, if there is no board resolution, by resolution of the committee of the board. Minutes shall be kept of each meeting of any committee of the board and shall be filed with the corporate records. The board may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws or in the absence of rules adopted by the board, the committee may adopt such rules.

 

ARTICLE VII

OFFICERS

SECTION 7.1 OFFICERS

The officers of the corporation shall include a President, a Vice President, the Immediate Past President,

a Secretary/ Treasurer and a Non-Hospital Director. These officers constitute the Executive Committee of the Board.

 

SECTION 7.2 ELECTION OF OFFICERS

The officers of the corporation, except those appointed in accordance with the provisions of Section 7.3 of this Article VII, shall be elected pursuant to Article 5, section 5.2.

 

SECTION 7.3 OTHER OFFICERS

The board may appoint and may authorize the President or another officer to appoint any other officers

that the corporation may require, each of whom shall have the title, hold office for the period, have the

authority and perform the duties specified in the Bylaws, or determined from time to time by the Board.

 

SECTION 7.4 REMOVAL OF OFFICERS

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the board of directors, or, except in case of an officer chosen by the board of directors, by an officer on whom such power of removal may be conferred by the board of directors.

 

SECTION 7.5 RESIGNATION OF OFFICERS

Any officer may resign upon written notice to the corporation without prejudice to the rights, if any, of the

corporation under any contract to which the officer is a party.

 

SECTION 7.6 VACANCIES IN OFFICE

A vacancy occurring in any office because of death, resignation, removal or other cause, shall be filled in

the manner prescribed in these Bylaws for regular appointments to that office.

 

SECTION 7.7 RESPONSIBILITIES OF OFFICERS

PRESIDENT

Subject to the control and supervision of the Board, the President shall be the Chief Executive Officer and general manager of the corporation and shall generally supervise, direct and control the activities and affairs and the officers of the corporation.  The President shall preside at all meetings of the board.    The President shall keep the members informed of the activities of the corporation, shall be a member of and keep the members informed of the activities of the American Society for Healthcare Human Resources Administration, attend or designate someone to attend the ASHHRA conference and other ASHHRA related meetings pertinent to the association.  The President shall preside over all meetings of any Executive Committee if so established and its members, appoint chairpersons of each standing committee, oversee publication of any newsletters and other general announcements to members and implement and monitor the corporation’s strategic plan then in effect.  The President shall have such other powers and duties as may be prescribed by the Board or these Bylaws.  The President, or designee, shall be a member of the CH PAC Board of Directors. The President, or designee, shall attend the quarterly CHA Board of Trustee meeting.

Term of Office. Two years.

Job Responsibilities:

a.       Leads the strategic planning process for the society, ensuring that all voices are heard through strategic policymaking discussions. Ensures that the strategic plan is clearly developed and implemented; communicated to the board and members and is subject to ongoing review and change as needed.

b.      Presides at all board meetings and develops, or causes to develop, agendas for those meetings.

c.       Supports and explains all policies and programs adopted by the Board of Directors.

d.      Presides over the annual conference and other meetings of the membership.

e.      Chairs the executive committee and manages issues and decisions that need to be discussed between regularly scheduled board meetings, calls special meetings of the executive committee and board as needed.

f.        Works with the Executive Committee and the board to ensure that HHRMAC operates within its budget.

g.       Works with the Executive Committee and the board to identify and encourage new and diverse leadership by appointing all chairs and members of committees and task forces, and mentors new volunteer leaders. Also establishes ad hoc committees and task forces as needed.

h.      Communicates effectively to the board, staff, committee and task force chairs and members about the Executive Committee and board activities.

i.         Facilitates the board’s decision-making process and fosters a spirit of teamwork.

j.        Ensures effective transitions as board members become officers or as new members are appointed, including the delivery of training and orientation as well as ongoing board development.

k.       Monitors the progress and effectiveness of ongoing programs and services, and ensures that new programs and policies are aligned with the strategic plan as developed by the Board of Directors.

l.         Serves as a spokesperson for HHRMAC to its members, other stakeholders, the healthcare human resources profession as well as the healthcare community.

m.                Collaborates with other organizations as deemed appropriate.

VICE PRESIDENT/PRESIDENT ELECT

The Vice President shall automatically succeed as President of the association at the end of the two year term.  He/she shall update the corporation’s strategic plan and establish goals, methods and plans for achieving the corporation’s strategic plan for the year following his or her term of office.  The Vice President shall serve as a member of the corporation and in such capacity in the absence or disability of the President, the Vice President shall perform all the duties of the President.  When so acting, the Vice President shall have all powers of, and be subject to all restrictions on the President.  The Vice President shall also assist the President in his or her duties and shall have such other powers and perform such other duties as the board or the bylaws may prescribe.

Term of Office. Two years.

Job Responsibilities:

a.          Works in partnership with the president to ensure that the strategic planning  process involves all key HHRMAC constituencies.

b.         In conjunction with the board, reviews and updates the strategic plan.

c.          Provides effective communication to the board, committee and task force chairs and HHRMAC members regarding all activities of the office.

d.         Serves as an active and prepared member of the executive committee; attends meetings regularly; and contributes ideas, suggestions, and concerns to the agenda for executive committee calls and board meetings.

e.         Prepares to appoint chairs of all committees and task forces for his/her term in office by identifying leaders with the required skill sets and expertise.

f.           Models leader behavior and sets the tone for professional development for other board members.

g.      Performs other duties as reasonably requested by the president of the Board of Directors.

SECRETARY/TREASURER

The Secretary/Treasurer is an elected officer of the board of directors whose primary responsibility is to ensure that accurate and sufficient documentation exists to meet legal requirements and who also oversees the management and reporting of HHRMAC’s organization’s finances. The Secretary/Treasurer will meet this responsibility by utilizing the Administrative Director (or designee) of the management company contracted to provide such services.

Term of Office. Two years.

Job Responsibilities:

a.       Book of minutes.  The Secretary/Treasurer shall keep or cause to be kept, at the principal office or such other place as the Board may direct, a book of minutes of all meetings and actions of the Members, Board and of committees of the Board.  The Secretary shall also keep, or cause to be kept, at the principal office in the State of California, a copy of the Articles of Incorporation and Bylaws, as amended to date.  If the corporation is one having members, the Secretary shall also maintain a complete and accurate record of the membership of the corporation, as well as a record of the proceedings of all meetings of the membership.

b.      Membership Records.  The Secretary/Treasurer shall keep or cause to be kept, at the corporation’s principal office or at a place determined by board resolution, a record of the members of the corporation, showing each member’s name, address and class of membership.

c.       Membership Roster. The Secretary/Treasurer shall update, or cause to be updated the current membership directory on the organization’s website.

d.      Notices, seal and other duties.  The Secretary/Treasurer shall give, or cause to be given, notice of all meetings of the Members, Board and of committees of the Board required by these Bylaws to be given. The Secretary shall keep the seal of the corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.

e.      Books of account.  The Secretary/Treasurer of the corporation shall keep or maintain, or cause it to be kept or maintained, adequate and correct books and accounts of the properties and transactions of the corporation, and shall send or cause to be sent to the Members and Directors such financial statements and reports as are required by law or these Bylaws to be given.  The books of account shall be open to inspection by any Director at all reasonable times.

f.        Deposit and disbursement of money and valuables.  The Secretary/Treasurer shall deposit or cause to be deposited all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board, shall disburse the funds of the corporation as may be ordered by the board, shall render to the President when requested, an account of all transactions as Treasurer and of the financial condition of the corporation and shall have other powers and perform such other duties as may be prescribed by the board or the Bylaws.

g.       Governmental Reports.  The Secretary/Treasurer shall be responsible for preparing and filing reports required by the federal and state governments.

h.      Bond.  If required by the board, the Secretary/Treasurer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of the office and for restoration to the corporation of all its books, papers, vouchers, money and other property of every kind in the possession or under the control of the Treasurer upon death, resignation, retirement or removal from office.

IMMEDIATE PAST PRESIDENT

The President, at the conclusion of his/her two year term, automatically transitions to Immediate Past President and continues to serve the board and general membership by providing support and direction to the President and other members of the board of directors.

Term of Office. Two years.

Job Responsibilities:

a.       Serves as chair of the nominating committee leading the committee to assess current board composition, identify qualified candidates and develop a slate of candidates that meets the strategic needs of HHRMAC.

b.      Serve as the co-chair with the Programs/Education Director of the Conference Committee in planning the Annual HHRMAC Conference.

c.       Works with the board to ensure that bylaws are updated and support the HHRMAC strategic plan.

d.      Serves as parliamentarian ensuring that the board and Executive Committee adhere to the published bylaws, board resolutions and policies, and that all governance meetings are managed respectfully and professionally.

e.   Serves as an active and prepared member of the Executive Committee; attends meeting regularly; and contributes ideas, suggestions and concerns to the agenda for the Executive Committee calls and board meetings.

NON-HOSPITAL HEALTHCARE DIRECTOR

The non-hospital health care board director serves as the voice of members and non-members who work in non-hospital healthcare settings to reflect the profession’s advances and future opportunities and responsibilities. He/she advocates for innovation in the healthcare human resources profession working in non-hospital settings.
Term of Office. Two years.

Job Responsibilities:

a.        Represents the human resources professional in non-hospital health care settings which may include, but is not limited to, long-term care facilities, management contract services/registries employing skilled staff members to healthcare employers (excludes sales staff), home health agencies, dental groups,  ambulance companies, ambulatory services, ambulatory clinics, health insurance organizations, and medical group practices

b.       Understands the needs of non-hospital health care professionals and translates that understanding into discussion of relevant ways to attract new members, provide programming for those audiences, and deliver value to them

c.        Solicits regular feedback from members and non–members on issues relating to health care and health care human resources

d.       Provides a unique perspective of the needs and concerns of human resources professionals in non-hospital settings through dialogue and discussion with the board.

e.       Emulates programs/initiatives as practiced by the ASHHRA board member of the same name.

SECTION 7.8 EXPENSES OF OFFICERS

The President and other officers of the corporation shall be entitled to reimbursement for reasonable

expenses for travel, accommodations, conference fees and related expenses only if such expenses are

included in the approved budget which is to be presented to the board for approval at the first meeting of each calendar year; provided, however, that the board may upon a vote of two-thirds (2/3) of all

disinterested directors, authorize exceptions to these expenses.

 

ARTICLE VIII

DIVISION AFFILIATION

SECTION 8.1 DIVISIONS

Local area health care human resources groups in the State of California may request division affiliation

with the corporation. A local health care human resources group is defined as at least five (5) HHRMAC

members in a defined geographical area within the State of California who meet at least two times per

year for purposes consistent with those set forth in Article III. The geographic boundaries for a division

shall be proposed by the local area human resources group and subject to approval by a majority of the

Board of Directors. Division affiliates shall be admitted to affiliation upon the approval of a majority of the board of directors of this corporation present at a duly held meeting.

 

SECTION 8.2 DIVISION START-UP

If a local area health care human resources group wants to become a division affiliate, they must submit a written application to the Board. Request for funds to support development of a division may be submit to the Board.

 

SECTION 8.3 DIVISION RESPONSIBILITIES

Each division shall comply with all rules set forth by HHRMAC including but not limited to completing and submitting quarterly and annual financial reports. Division affiliates shall be responsible for their own rules of procedure but such rules shall not conflict with these bylaws. Division affiliates shall have a President and Treasurer. Divisions that meet all rules set forth by HHRMAC will receive a portion (what portion) of their dues back to be used as allowed by the regulations set forth by the State of California and the IRS guidelines for a non-profit.

 

SECTION 8.4 DIVISION DISSOLUTION

A division may be dissolved by Board vote for any legitimate reason, including but not limited to:

Written request by the division President or Treasurer or ANY one of the following occurs: Division does not hold any meetings in a 12 month period Division does not have a President and/or Treasurer for 12 onth period. Failure to submit any required reports in a 12 month period.

 

ARTICLE IX

CONFLICT OF INEREST

SECTION 9.1 CONFLICT OF INTEREST

The directors and officers of HHRMAC shall administer its affairs honestly and economically and exercise

their best care, skill and judgment for the benefit of HHRMAC. The directors and officers shall exercise the utmost good faith in all transactions relating to their duties in HHRMAC. In their dealings with and on behalf of HHRMAC they are held to a strict rule of honest and fair dealing. They shall not use their position, or knowledge gained so that a conflict might arise between HHRMAC’S interest and that of the individual. All acts of directors and officers shall be for the benefit of the Association. The directors and officers shall not accept any favor that might adversely or improperly influence their actions affecting HHRMAC or its members. During their term of office directors, officers and all committee and task force members shall promptly make full disclosure to the immediate past president of any existing or new employment, activity, investment or other interest that might involve obligations that may adversely compete with or be in conflict with the interest of HHRMAC. Each officer, director, nominee for officer or director and all committee and task force members must make written disclosure of any interest that might result in a conflict of interest. Written disclosures must be provided within 30 days of appointment or receipt of form, whichever is later, or the person will be considered to have resigned from office as of that date. There will be a process to resolve any conflict of interest and an opportunity to explain to the immediate past president so that an officer can continue to serve if it is deemed that the conflict will not interfere in the workings of HHRMAC or in any way compromise HHRMAC.

 

ARTICLE X

RECORDS AND REPORTS

SECTION 10.1 MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep: Adequate and correct books and records of account; Minutes in written form of the proceedings of the Board and committees of the Board. A record of its members, giving their names and addresses and the class of membership held.

 

 

SECTION 10.2 INSPECTION BY MEMBERS

Subject to Division 2, Part 3, Chapter 13, Article 3 (commencing at Section 8330) of the California

Corporations Code and unless the corporation provides a reasonable alternative as provided below, any

member may do either or both of the following for a purpose reasonably related to the member’s interest as a member: Inspect and copy the records of members’ names, addresses and voting rights during usual business hours on five (5) days’ prior written demand on the corporation, which demand must state the purpose for which the inspection rights are requested; or Obtain from the Secretary of the corporation, on written demand and tender of a reasonable charge, a list of names, addresses and voting rights of members who are entitled to vote for the election of any directors or officers as of the most recent date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The Secretary shall make the list available to the member on or before the later of ten (10) business days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The corporation may, within ten (10) business days after receiving a demand under this section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to, or a copy of, the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand. If the corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this section, it may deny the member access to the membership list. Any inspection and copying under this section may be made in person or by the member’s agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the corporation. On written demand to the corporation, any member may inspect copy and make extracts of the accounting books and records and the minutes of the proceeds of the members, the board and committees of the board at any reasonable time for a purpose reasonably related to the member’s interest as a member. Any such inspection and copying may be made in person or by the member’s agent or attorney. Any right of inspection extends to the records of any subsidiary of the corporation.

 

SECTION 10.3 INSPECTION BY DIRECTORS

Every director shall have the absolute right at any reasonable time and upon demand to inspect all books, records and documents of every kind and the physical properties of the corporation and the records of each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

 

SECTION 10.4 ANNUAL REPORT

Except as provided under Section 8321 of the California Corporations Code, not later than one hundred

twenty (120) days after the close of the fiscal year of the corporation, the Board shall cause an annual

report to be sent to all members of the Board. Such report shall contain the following information in

reasonable detail: The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year. The principal changes in assets and liabilities, including trust funds, during the fiscal year.

The revenue or receipts of the corporation both unrestricted and restricted to particular purposes, for the fiscal year. The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year. Any information required by Section 9.4.

 

SECTION 10.5 ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS

The corporation shall prepare annually and furnish to each director a statement of any transaction or

indemnification of the following kind within one hundred twenty (120) days after the close of the fiscal year of the corporation: Any transaction to which the corporation, its parent or its subsidiary was a party, and in which any Director or officer of the corporation, its parent or subsidiary (but mere common directorship shall not be considered such an interest) had a direct or indirect material financial interest, if such transaction involved over fifty thousand dollars ($50,000), or was one of a number of transactions with the same person involving, in the aggregate, over fifty thousand dollars ($50,000). Any indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or Director of the corporation pursuant to Section 8.1 hereof. The statement shall include a brief description of the transaction, the names of the Director(s) or officer(s) involved, their relationship to the corporation, the nature of such person's interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.

 

ARTICLE XI

CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provisions, rules of construction and definitions in the California Nonprofit Mutual Benefit Corporation Law shall govern the construction of these Bylaws.

Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular and the term "person" includes both a legal entity and a natural person.

 

ARTICLE XII

AMENDMENTS

SECTION 12.1 ACTION BY THE BOARD

The Bylaws may be amended or repealed and new Bylaws may be adopted by a majority vote of the

Board unless the action would: Materially and adversely affect the members’ rights as to voting, dissolution, redemption or transfer; Increase or decrease the number of members authorized in total or for any class; Effect on exchange, reclassification or cancellation of all or part of the memberships;

Authorize a new class of membership. Increase the quorum for members’ meetings; Authorize cumulative voting; Repeal, restrict, create expand or otherwise change proxy rights; or, Allow any director to hold office by designation or selection rather than by election by a member or members, except as designated in these bylaws. In the circumstances set forth above, the action must be approved by a majority vote of the membership.

 

SECTION 12.2 LIMITATIONS ON AMENDMENT OF BYLAWS

Where any provision of these Bylaws requires the vote of a larger proportion of the Directors than

otherwise is required by law, such provision may not be altered, amended or repealed except by the vote of such greater number. No amendment may extend the term of a Director beyond that for which such Director was elected.

 

SECTION 12.3 MAINTENANCE OF RECORDS

The Secretary of the corporation shall see that a true and correct copy of all amendments of the Bylaws,

duly certified by the Secretary, is attached to the official Bylaws of the corporation and is maintained with the official records of the corporation at the principal office of the corporation.


 

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