Mission, Vision, and Bylaws
ASHE: Dedicated to optimizing the health care physical environment.
To engage stakeholders in the creation of the optimum healing health care environment.
American Society for Healthcare Engineering (ASHE) Bylaws
(effective January 1, 2012)
|ARTICLE IX||CONFLICT OF INTEREST
OF DIRECTORS & OFFICERS
|ARTICLE XI||AFFILIATED CHAPTERS|
ARTICLE II - ORGANIZATION
The Society is organized exclusively for charitable, scientific, and educational purposes as an integral part of the American Hospital Association (hereafter referred to as the “Association”). It shall be so conducted that no part of the Society's income and earnings shall go to the benefit of any member, Director, Officer, or other individual. Upon dissolution, any Society assets remaining after payment of just debts shall belong to the Association or its successor.
- The Society's powers and relationships will be determined according to the Principles Guiding the Personal Membership Groups of the AHA (the “Principles”) approved by the Association, as in effect from time to time. The personal membership groups are permitted to propose amendments to their bylaws, particularly to address membership eligibility, type and category, dues structure, chapter relationships, election process, composition of board and composition of committees.
- All Society policies and procedures shall be created and/or reviewed by the Society's Bylaws/Policy and Procedures Task Force and approved by the Society's Board of Directors. Prior to presentation to its members for a vote, proposed amendments to the Society's bylaws must be approved by the Association's Vice President of the Division of Personal Membership Groups or his/her designee. In addition, amendments to the Society's bylaws that would affect the Society's relationship with the Association will require approval by the Association's President or a designee prior to presentation to the Society's members for a vote.
- The Society's bylaws, policies and procedures (including all amendments) must be consistent with the Association's mission and objectives with the Principles.
- All Society members, Officers, Directors and staff shall adhere to these policies and procedures.
Membership in the following categories is available to individuals who support the Society's mission, goals and objectives:
- Professional Active Member
Professional Active Membership in the Society shall be available to those individuals who are:
- actively employed in or by healthcare-related facilities or system (those that provide patient care), and who have responsibility in healthcare facility operations (e.g., facilities management, plant engineering, design/construction, security, safety, clinical engineering, and telecommunications);
- Or are currently a Certified Healthcare Facility Manager (CHFM).
Professional Active Members may vote, hold office, serve on committees and participate in the Actions for Professional Excellence (APEx) recognition program.
- Professional Positional Membership
Professional Positional Membership in the Society shall be available to uniformed military and non- uniformed governmental positions (not individuals) maintained by healthcare-related facilities that have responsibility in healthcare facility operations (facilities management, plant engineering, design/construction, security, safety, clinical engineering, telecommunications). Professional Positional Members may vote, serve on committees and participate in the Actions for Professional Excellence (APEx) recognition program, but may not hold office.
Due to the transient nature of the aforementioned positions, Professional Positional Membership provides benefits of membership to whomever assumes the position's duties within their organization.
- Associate Member
Associate Membership in the Society shall be available to those individuals or representatives that provide professional, technical and consulting services or sell products or services to Professional Active Members or Professional Positional Members, but whose employers are not healthcare providers (providing patient care). Qualifying members include planners, consultants, architects, interior designers, consulting engineers, manufacturers, vendors, sellers of contracted services, and federal, state, and local healthcare facilities inspectors. Associate Members may vote, serve on committees and participate in the Actions for Professional Excellence (APEx) recognition program, and may hold office as an elected Associate member position.
- Retired Member
Retired Membership shall be available to Professional Active Members who have fully retired and still desire to belong to the Society. Retired Members may vote, serve on committees and participate in the Actions for Professional Excellence (APEx) recognition program, but may not hold office unless they are a current CHFM.
- Educator/Student Member
Educator/Student Membership shall be available to full-time educators or college students teaching or taking course work related to any discipline represented by the Society. Educator/Student Members may serve on committees or participate in the Actions for Professional Excellence (APEx) recognition program, but may not vote or hold office.
- Lifetime Member
Lifetime Membership will be granted to persons who have been members of the Society for 30 consecutive years; and to all Presidents of the Society upon completion of their term of office. Lifetime Members may vote and hold office, serve on committees and participate in the Actions for Professional Excellence (APEx) recognition program.
Section 2. Establishment of Membership
Membership in the Society shall become effective upon receipt of an application by the Society's Executive Director from a qualified individual who has paid initial membership dues.
Section 3. Transfer of Membership
Membership in the Society shall not be transferable to another person (except for Professional Positional Membership - see Article IV, Section 1, Number 2).
Section 4. Reclassification of Membership
Members who change employment affiliation so that reclassification of membership type is required shall give the Society's Executive Director written notice within 30 days of such change and shall have their membership changed to the appropriate membership type. The Society maintains the right to re-classify without prior notice members who have changed their employment status.
Section 5. Actions for Professional Excellence (APEx) Recognition Program
Qualified Society members are eligible to become “Senior” and “Fellow” members by meeting criteria approved by the Board of Directors.
Section 6. Termination of Membership
(a) Resignation: A member may at any time file a resignation from the Society in writing with the Society's Executive Director.
(b) Suspension or Expulsion: The Society's Board of Directors may suspend or expel any member for cause at any time, after giving such member the opportunity for a hearing before the Board of Directors. Such hearing shall be conducted in a manner similar to the hearing procedure established by the regulations of the Association and provides the member due process. Any member suspended or expelled may be reinstated by the affirmative vote of a majority of the members of the Board of Directors present and voting. For purposes of this subparagraph, the term “for cause” shall include, but not be limited to, any of the following:
(1) Any violation of these bylaws.
(2) Any conduct on the part of a member which is prejudicial to the interests and welfare of the Society and its members.
(c) Loss of Eligibility.
Members who no longer meet the membership eligibility in the Society shall have their membership automatically terminated at the end of the term for which dues have been paid.
(d) Nonpayment of Dues.
Membership of any person who is 45 days in arrears in the payment of annual dues will be automatically terminated. The Board of Directors has a right to consider the grace period for special circumstances.
ARTICLE V - DUES
Dues and donations of the Society shall be approved by the Board of Directors of the Society. No portion of the dues paid by any member shall be refundable because of termination or change of membership. Any funds or property that may be donated to further the work or programs of the Society shall become the property of the Society, but shall be used for the purpose designated by the donor and approved by the Society's Board of Directors.
ARTICLE VI - MEETINGS
Section 1. Annual Meeting
Society members shall meet at least annually for the transaction of the affairs of the Society.
Section 2. Special Meetings
Special meetings may be called by the Society's Board of Directors. Special meetings shall be limited to consideration of subjects listed in the official call for such meetings unless it is otherwise ordered by unanimous consent of the Society's Board of Directors present and voting.
Section 3. Notice of Meetings
The Society's Executive Director shall notify the membership by (postal or electronic) mail of annual or special meetings no less than 30 days prior to the date of the meeting.
Section 4. Order of Meetings
The Society shall adopt regulations for conducting meetings in accordance with Robert's Rules of Order Revised, which will prevail as the regulation for the order of business.
Section 5. Voting
Any member in good standing of the Society who is present at the meetings shall be entitled to one vote. Proxy voting shall not be permitted and apply to all votes.
Section 6. Quorum
A quorum at any annual or special business meeting shall consist of no less than 2 percent of eligible Society voting members based on the number of members as of December 31 of the preceding calendar year.
ARTICLE VII - DIRECTORS
Section 1. Eligibility
Only Professional Active Members or Lifetime Members of the Society who meet the criteria for Professional Active Member, are in compliance with all provisions of these bylaws, and have been members of the Society for three or more years, shall be eligible to serve on the Society's Board of Directors as a Regional Director. Only Associate Members or Lifetime Members of the Society who meet the criteria for Associate member, are in compliance with all provisions of these bylaws, and have been members of the Society for three or more years, shall be eligible to serve on the Society's Board of Directors as an Associate Director.
Except for the President and President-Elect, Immediate Past President and the two Associate Board Members, the ten Regional Board members must be employed in the region represented. Eligibility to serve as a Regional Director terminates if that member's place of employment changes from one Region to another (if elected by regional vote) or in some manner becomes ineligible for Professional Active membership in the Society. Exception: If the ineligibility for Professional Active membership is the result of termination from that member's place of employment then the Director shall be allowed to complete their term of office.
Section 2. Composition
There shall be a board of directors composed of 15 members, including one Professional Active member elected from each of the ten Society regions, two Associate member positions, the president and the president-elect and Immediate Past President.
(a) The President shall act as Chairman of the Board of Directors.
Section 3. Election and Term
The Nominating Committee for the Regional Directors shall be selected by the Regional Director in the electing region no later than 60 days after the first of each year and approved by the President. Each Nominating Committee for Regional Director shall consist of three members from the respective region and not more than one member from each state.
Each Nominating Committee shall nominate at least two candidates. All nominees' names shall be submitted to the Society's Secretary within 30 days following the appointment of the Nominating Committees.
The Nominations Committee for the Associate Member Directors shall consist of the last four Society Presidents with the Immediate Past-President serving as the chairman. The Nominating Committee shall nominate at least two candidates. All nominees' names shall be submitted to the Society's Secretary within 30 days following the appointment of the Nominating Committees.
The election of Directors shall be conducted by electronic polling and/or by postal mail. Each eligible voting member of the Society shall be notified by the Society's Executive Director not less than 60 days prior to distribution of the electronic or postal ballot of the pending election. This notice shall include instructions for utilizing the electronic polling process and to request a paper ballot in lieu of voting electronically. A ballot (electronic or paper) shall be mailed not less than 60 days prior to the end of the calendar year. The ballot shall list the names of the candidates proposed by the Nominating Committee. The votes shall be tabulated by the Society's Executive Director or a designee and reported to the Board of Directors by the Society's Executive Director.
The Society's Executive Director shall also notify all nominees of the election results. The Regional Director nominee receiving the highest number of votes shall be elected as the Board member representing the respective region. The Associate Member Director nominee receiving the highest number of votes shall be elected as the Board member representing the Associate Members. In the event of a tie vote, the nominee with the most years of continuous membership in the Society shall be declared the winner. The results shall be communicated to the membership through the Society's newsletter or other appropriate publications.
Directors shall serve for a term of two years. All terms will expire on December 31 of the appropriate year. Directors who have served two consecutive full two-year terms shall not be eligible for re-election until one year has elapsed.
Section 4. Forfeiture of and Removal from Office
Directors shall automatically forfeit their office if they lose eligibility for or are expelled from membership pursuant to Article IV, Section 6. Directors are subject to removal from office for failure to fulfill the duties of office pursuant to Article IX Section 3 or Article VII Section 1, or by a vote of two-thirds of the Society's Board of Directors.
Section 5. Powers
The Society's Board of Directors, consistent with the Association's mission and objectives and with the Principles, shall have the responsibility to determine the Society's mission, goals and objectives and to develop the strategic and financial plans to achieve them. The Board of Directors shall approve standing and ad hoc committees and Task Forces in line with the Society's objectives and shall consider the recommendations of these committees. The Board of Directors shall evaluate itself and the effectiveness of the Society's Executive Director based on the strategic and financial goals. The Board of Directors shall also approve the Society's liaison relationships and committee memberships with other organizations, agencies, or associations related to the Society's purpose; and recommend to the Society's Executive Director the development of materials or programs or the revision of materials or programs relating to the Society's purpose. The actions of the Board of Directors shall at all times be in conformity with the bylaws of the Society and the Association.
Section 6. Vacancies
Should a vacancy occur on the Board of Directors, other than the offices of the President-Elect and President, the President, with the approval of the Board of Directors, shall appoint the nominee receiving the next highest number of votes in the previous election to complete the unexpired term. In the event that the nominee is unable or unwilling to accept such appointment, the President, with the approval of the Board of Directors, shall appoint an eligible member from the respective region to complete the unexpired term.
Section 7. Meetings
The Board of Directors shall meet not less than three times a year. Additional meetings may be called by the President with the approval of the Board of Directors.
Section 1. Eligibility
Only Professional Active Members and qualified Lifetime Members per Article IV Section 1 who are actively employed in or by healthcare-related facilities or system, and who have served a minimum of one complete term of two consecutive years on the Board of Directors, shall be eligible for the elective offices of President and President-Elect in the Society.
Section 2. Officers
The officers of the Society shall be the President, the Immediate Past President, President-Elect, and the Society’s Executive Director (ex-officio), who shall serve as Secretary to the Board of Directors. These officers shall comprise the Executive Committee.
Section 3. Election and Term
(a) The President, and President-Elect shall serve a one calendar-year term starting January 1, and ending December 31.
(b) The President-Elect candidate shall be nominated by a Nominating Committee consisting of the last four Society Presidents with the Immediate Past-President serving as chairman. The minimum number of nominees for President-Elect shall be two. The maximum of nominees for President-Elect shall be three.
(c) The recommended slate of candidates for President-Elect shall be approved by the Board of Directors. Members shall vote for only one candidate for President-Elect. Candidates may not run for more than one office in each Society election.
(d) The election of Society officers shall be conducted by electronic polling and/or by postal mail. Each eligible voting member of the Society shall be notified by the Society’s Executive Director not less than 60 days prior to distribution of the electronic or postal ballot of the pending election.
This notice shall include instructions for utilizing the electronic polling process and to request a paper ballot in lieu of voting electronically. A ballot (electronic or paper) shall be mailed (postal or electronic) not less than 60 days prior to the end of the calendar year. The ballot shall list the names of the candidates proposed by the Nominating Committee. The votes shall be tabulated by the Society’s Executive Director or his/her designee and reported to the Board of Directors by the Society’s Executive Director.
(e) The nominee receiving the highest number of votes shall be the President-Elect. In the event of a tie vote, the nominee with the most years of continuous membership in the Society shall be declared the winner.
(f) The results of the election shall be communicated to the membership through the Society’s newsletter or other appropriate publications.
Section 4. Forfeiture of and Removal from Office
Officers shall automatically forfeit their office if they lose eligibility for or are expelled from membership pursuant to Article IV, Section 6. Officers are subject to removal from office for failure to fulfill the duties of office pursuant to Article IX Section 3 or by two-¬thirds vote of the Society’s the Board of Directors.
Section 5. Duties
The President of the Society shall act as chairman of the Board of Directors and shall preside at all meetings of the Board of Directors. The President and President-Elect shall attend an annual meeting with AHA Executive Management. The President-Elect shall serve as an ex¬-officio member of all committees. The President-Elect shall perform the duties of the office of the President whenever the President is unable to do so.
Section 6. Vacancies
If the office of President becomes vacant, the President-Elect shall immediately accede to the presidency for the duration of the unexpired term and shall continue to serve as President for the subsequent term. If the office of President-Elect becomes vacant, the person who received the next highest number of votes in the previous election for President-Elect shall become President-Elect.
However, if the office of President and President-Elect become vacant, then an election by or from the sitting Board of Directors will be made to fulfill the remainder of the terms. The Executive Director will request Board members’ names that fulfill Article VIII Section 1, and an anonymous vote will be conducted. The Board members receiving a majority of votes in succession will serve as President and President-Elect for the remainder of the term. The Board member(s) being elected shall be replaced on the Board of Directors as provided in the bylaws according to Article VII, Section 6.
The Board member(s) elected by the Board as interim President (and/or President-Elect) shall be considered to have completed their term of office as a Board member and will be eligible to be nominated as President or President-Elect. In the event of a vacancy in the office of President, the President-Elect will complete the unexpired term and assume the office of President for the term for which they were elected.
At the Society’s next regular election, a President-Elect shall be elected in accordance with the provisions of these bylaws.
Section 7. Duties of Society’s Executive Director
The Society’s Executive Director or designee shall: attend all Society and Board of Directors meetings; maintain the official Society minutes and records; and act as a liaison between the Society and the Association. The Society’s Executive Director is responsible for the Society’s day-to-day business operations, including fiscal management of the Society’s budget, and efficient and effective utilization of staff resources.
Section 1. General
The Society’s Directors and Officers shall administer its affairs honestly and economically and exercise their best care, skill, and judgment for the benefit of the Society.
The Directors and Officers shall exercise the utmost good faith in all transactions relating to their duties in the Society. In their dealings with and on behalf of the Society, they are held to a strict rule of honest and fair dealing with the Society. They shall not use their position, or knowledge gained therefrom, so that a conflict might arise between the Society’s interest and that of the individual.
All acts of the Society’s Board of Directors and Officers shall be for the benefit of the Society in any dealing that may affect the Society. The Directors and Officers shall not accept any favor that might adversely or improperly influence their actions affecting the Society or its members.
During their terms of office, Directors and Officers shall promptly make full disclosure to the Executive Committee of any existing or new employment, activity, investment, or other interests that might involve obligations that may adversely compete with, or be in conflict with, the interests of the Society.
Section 2. Disclosure of Conflict of Interest
Each Society Officer, Director, or nominee for Officer or Director 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 during the term of office. Such written disclosure shall be made on such form or forms as are adopted by the Board of Directors for that purpose.
Section 3. Resolution of Conflict of Interest
(a) Upon disclosure of a conflict of interest or a challenge on that basis, any Officer or Director shall resolve such conflict in a manner consistent with that provided in the Association’s Guidelines for Resolution of Conflicts of Interest in Health Care Institutions or the Association’s policy on conflicts of interest for its trustees, officers, and employees, or by any other ethical manner.
(b) Any Officer or Director who fails to make written disclosure, or is found to have an unresolved conflict of interest that does or will substantially impair faithful and diligent performance of the duties of office, shall be removed from office.
(c) Conflict of interest forms shall be delivered to a task force appointed by the Society’s Board of Directors for review and decision. Appeal of adverse decisions shall be made directly to the Board of Directors in a manner similar to the hearing procedure established by Article IV Section 6(b). Any Directors who have an interest in the conflict shall not participate in the appeal decision.
(d) In the event the task force determines the conflict is serious enough to jeopardize the interests and welfare of the Society, the Officer or Director may be suspended immediately pending final review by the Board of Directors.
ARTICLE X - COMMITTEES There shall be standing committees and task forces as may be established and appointed by the President-Elect and approved by the Society’s Board of Directors from among the Society’s members. All Society committees and task forces shall be composed of a majority of Society members and all committees shall be chaired by a member of the Society. The President of the Society may establish or amend committees or task forces, with the concurrence of the Executive Committee, during his/her term in office.
ARTICLE XI - AFFILIATED CHAPTERS
Section 1. Purposes of Affiliation
The purpose of affiliated chapters of the Society is to provide an organized structure at the local or state level for members of the Society and others in the fields of healthcare facilities management and engineering to enable them to work together on problems of interest; to conduct educational programs; to serve as a resource to the related healthcare associations; to provide channels of communication between the Society and local groups; and to promote the purposes of, and membership in, the Society.
Section 2. Affiliation Agreement
The request for affiliation shall be initiated by the state or local group that has an interest in one of the disciplines of the Society. This group must demonstrate that they have a governing Board of Directors and that they operate under a definable set of bylaws. The request for affiliation must be approved by the Board of Directors of the Society and signed by the Executive Director of the Society. The affiliation agreement may be terminated by either party upon written notice.
Section 3. Requirement for Affiliation
At the time of affiliation, the affiliating group is strongly encouraged to have at least 25% of its members in common with the Society. The affiliating chapter should have a program in place promoting increased membership in the Society so that the members in common continue to be a majority.
After being granted affiliation, the affiliated group shall continue to demonstrate that their interests are in the fields of healthcare facilities management and engineering, that they continue to operate under applicable bylaws, and that their governing Board of Directors actively supports the Society‘s goals.
Further, it is strongly advised that the affiliated chapter President, President-Elect, and Vice President be members of the Society.
Section 4. Affiliated Chapter as a Distinct Legal Entity
Any state or local chapter affiliated with the Society under this article is not an extension or part of the Society or the Association but rather a distinct legal entity; any such affiliated chapter is, therefore, responsible for maintaining its own financial records, filing appropriate notices and forms with state and federal income tax authorities, maintaining necessary insurance coverage, and so forth.
ARTICLE XII - AMENDMENTS
These bylaws may be amended by a majority vote of those eligible members responding within 30 days to a mail (postal or electronic) or electronic ballot. Amendments to the bylaws may be proposed by petition of at least 5% of the members of the Society in good standing. Amendments so proposed shall be filed with the Society’s Executive Director at least 90 days prior to the annual meeting.