ARTICLE I – NAME

Section 1: Name. 

The name of the Chapter shall be American College of Healthcare Executives North Florida Chapter (ACHE-NFL), 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”.

ARTICLE II – MISSION AND AFFILIATION

Section 1: Mission. 

The mission of the Chapter, in the territory designated by ACHE, 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.

Section 2: Affiliation with ACHE.

So long as the 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.

ARTICLE III – MEMBERSHIP

Section 1: Eligibility.

Membership in the Chapter includes all active ACHE members in good standing.

ARTICLE IV – DUES

Section 1: Dues.

Dues are collected nationally and therefore not required locally. Membership in local chapters is contingent upon good standings nationality.

ARTICLE V – MEETINGS OF MEMBERS

Section 1: Meetings of Members.

The 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 may conduct periodic business meetings and such other meetings of members as determined by the Chapter Board. For local events, the Local Program Council (Article VIII, Section 2) leaders may meet and conduct council business activities at a time of their choosing and with the acknowledgement of the Board.

Section 3: Notice of Meetings.

Written notice 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 or more than 60 days before the date of the meeting, by or at the direction of the designation chapter board member.

Section 4: Eligibility to Vote.

All members shall have the right to vote. Members may not vote by proxy. The Chapter may utilize any method of voting permitted by law.

Section 5: Quorum.

A quorum shall consist of a majority of the Chapter Board.

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 III. All members of the board must be dues paying members in good standing.

Section 2: Eligibility of Directors.

Directors must have completed a minimum of one year of national membership.

Section 3: Eligibility of Officers.

Officers must have completed a minimum of one year of national membership.

Section 4: Board Composition.

The Chapter Board shall consist of a least five (5) elected Officers (President, President-Elect, Past President, Secretary and Treasurer) and four (4) or more elected Directors. In addition, faculty and student chapter representatives may be designated as board member by approval of the Board, with the student chapter representative designated as a non-voting position on the board.

Section 5: Chapter Board Meetings.

Regular meetings of the Chapter Board shall be held no less than 4 times per 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. For local events, the Local Program Council (Article VIII, Section 2) leaders may meet and conduct council business activities at a time of their choosing and with the acknowledgement of the Board.

Section 6: Notice.

Notice of any regular or special meeting of the Board of Directors shall be given to each Director 10 days prior to the meeting, if notice is delivered by U.S. mail, or 5 days prior to the meeting if notice is delivered by facsimile or electronic mail. Any director may waive notice of any meeting.

Section 7: Quorum.

One-half of the 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 8: 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 not vote by proxy. In the event of a tie vote, the Chapter Board President shall break the tie.

Section 9: Term of Office.

The term of Directors shall commence on April 1and shall continue for a period of two years, or until replaced by a subsequent election. The terms of Directors shall be staggered such that no more than one half of the Directors shall commence their terms on the same date. The term of office for Secretary and Treasurer shall commence on April 1 and shall continue for a period of two years, or until replaced by a subsequent election. T h e Directors, Secretary, and the Treasurer may serve consecutive terms as determined by the board. In the event of a vacancy, the Chapter Board shall appoint by a majority ruling an eligible member to fulfill the remainder of the term. The term of office for President-Elect, President, and Past President shall commence on April 1 and shall continue for a period of two years.

Section 10: Chapter Officers.

The Chapter shall have five (5) Chapter Officers, four (4) or more Directors, and Faculty and Student Representatives as follows:

1.1   Chapter President. The Chapter President shall be the chief executive of the Chapter, shall convene and preside over meetings of the Chapter Board or Meetings or Members, and shall serve as liaison with ACHE.

1.2   Chapter President-Elect. The Chapter President-Elect 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 President-Elect shall advance to President at the completion of the preceding President’s term of office without an election once elected to the office of President-Elect.

1.3   Chapter Past-President. The Chapter Past-President will serve as

President in the absence of both the Chapter President and the Chapter President-Elect.

1.4   Chapter Treasurer. The Treasurer shall be the Chapter Director responsible for the maintenance of all corporate financial records and the preparation of periodic financial statements. The Treasurer shall provide a financial report at every Board meeting and at anytime the Chapter President requests it.

1.5   Chapter Secretary. The Secretary shall be the Chapter Director responsible for the maintenance of all corporate records, minutes, and documents.1.6 Chapter

Membership Director. The Membership Director shall be responsible for the maintenance of all corporate membership records and documents.

1.7   Chapter Communications Director. The Communications Director shall be responsible for the publication of the ACHE – North Florida Chapter quarterly newsletter and communication on behalf of the chapter.

1.8   Director At-Large. The Director At-Large is a Board position representing the interests and views of Chapter members, and may serve on Chapter Committees as requested by the Board or the Chapter President. The Board may establish more than one Director At-Large position.

1.9   Local Program Council Directors. The Local Program Council Director is a Board position as defined in Article VIII, Section 2. There may be more than one Local Program Council Director, but only one for any single geographic area as designated by the Board. The Local Program Director will be the chair of the events, programs and educational activities in their respective area of responsibility.

1.10          Faculty Representatives. The Faculty Representative is a Board appointed position representing the interests and views of local colleges and universities. There may be more than one Facility Representative but only one for any single institution.

1.11          Student Representatives. The Student Representative is a Board appointed position representing the interests and views of local colleges and universities. There may be more than one Student Representative but only one for any single institution. The designated Student Representatives shall be non-voting positions on the Board.

ARTICLE VII – ELECTIONS

Section 1: Elections of 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 by chapter members 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.

ARTICLE VIII – COMMITTEES

Section 1: Standing Committees.

There shall be three standing committees, the Nominating Committee, the Education Committee, and the Audit Committee.

1.1   Nominating Committee. The nominating committee shall consist of the Past President and at least two members of the Board. The Past President shall serve as the Chair of the Nominating Committee. The nominating committee shall present a slate of Officers and Directors to the members of the chapter no later than 10 business days prior to the elections being held. Any eligible chapter member may place his or her name in nomination as an officer or director. The final slate shall be presented to chapter member by notice of a meeting of the membership no later than 60 days prior to the meeting.

1.2   Education Committee: This Committee shall be chaired by the President-Elect and consist of the Local Program Council Directors, up to one additional Chapter member per LPC, and the Membership Director will plan and carry out, under the supervision of the Board of Directors, all educational, mentoring, membership drives and social events.. Mentoring programs and credit classes (as approved by ACHE) will be created and implemented through this committee under the direction of the Board of Directors.

1.3   Audit Committee. The audit committee shall consist of two chapter members appointed by the Board. The audit committee shall arrange and supervise an annual audit of the Chapter in accordance with generally accepted accounting principles and practices. The Chapter Board may waive the requirement of an independent annual GAAP audit if the expense is deemed to be excessive in relation to the monetary level of chapter funds. The audit will instead be conducted by the audit committee based on their judgment of fiscally sound and prudent business practices, including but not limited to:

-        Ensuring any disbursement of funds was for services rendered to or for the benefit of the Chapter in meeting its purpose.

-        Ensuring all member dues and other receivables are deposited appropriately in the Chapter bank account.

Section 2: Local Program Councils.

The Chapter Board may create local program councils. Such councils shall conduct such chapter business within a geographic area of the Chapter territory as determined by the Chapter Board, including arranging and sponsoring educational and networking events.

The members of the Local Program Council in a geographic area defined by the Board shall elect a Local Program Council Director and other Council positions as required to conduct chapter business. The term of a Local Program Council Director and other Council leadership positions shall commence on April 1 and shall continue for a period of two years, or until replaced by a subsequent election. Directors

and other Council leaders may serve consecutive terms. There may be more than one Local Program Council Director but only one for any single geographic area as designated by the Board. The Chapter Board may allocate funding to each Local Program Council for a specified number of local activities each calendar year. All Chapter membership dues will be controlled through the Chapter Treasurer and may be used as a basis of this allocation.

Section 3: Other Committees.

The Chapter President may, with the concurrence of the Chapter Board of Directors, establish, specify duties, and appoint chapter members to other committees as may deemed necessary or advisable for effective administration of the Chapter. Members may serve one year on such committees and may be reappointed.

ARTICLES 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 using the “Question and Statement Policy on Conflict of Interest” form outlined in the Chapter Governance Manual, Copyright May 2012, Page 14. The disclosure will be evaluated and approved by a majority vote of the Chapter Officers.

ARTICLE X – AMENDMENTS

Section 1: Amendments.

The Bylaws may be altered or amended by majority vote of the Chapter Board at anytime.

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 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 dully 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 the 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.