Idaho Society of Hospital Engineers

Idaho Society of Hospital Engineers

ARTICLE I – NAME

This Society shall be known as the Idaho Society for Healthcare Engineering.

ARTICLE II – MISSION

The Society’s mission is “Improving Healthcare Through Better Facility Engineering”

ARTICLE III - PURPOSE

The purpose of the Idaho Society for Healthcare Engineering (herein to be referred to as the “Society”) is:

1)To provide a means for the interchange of ideas and experience relevant to the techniques of health carefacility management.

and

2)To foster and to conduct educational activities and programs so as to improve the qualifications of those engaged in the field.

ARTICLE IV – ORGANIZATION

The Society is organized exclusively as non-political, non-sectarian and non-commercial; and, is a not-for-profit organization. It shall be so conducted that no part of its income and earnings shall inure to the benefit of any member, director, officer or other individual. Upon dissolution, any assets of the Society shall bedisbursed in accordance with state code and a majority vote of the elected officials of the society.

Reason for suggested change: I think the intent of Article IV - Organization was that the, "elected officials" would handle any dissolution. NOT just the, "Board". This change would make it clear who would handle any dissolution if necessary.

ARTICLE V – MEMBERSHIP

SECTION 1.ELIGIBILITY:

Membership shall be open to any individual qualified under the by-laws as follows:

  1. Professional Active Members:

Professional Active Membership shall be open to those individuals who are currently employed by a health care facility in the department of plant operations, facility management and/or individuals in the category of maintenance, bio-med, safety or construction, and emergency management.

Professional Active Members shall have one (1) vote; may serve as an officer; (delete, "a board member"); or, on committees.

Reason for suggested change: Per Article VIII, Board members are considered, "officers".

  1. Associate Member:

Associate Membership shall be open to retired active members, vendors, and contractors that service the health care industry; and, federal, state, and local inspectors of healthcare facilities.

Associate Members shall have one (1) vote, may serve as an officer, or, on committees, (delete, "and may hold office as an elected Associate Member position").

Reason for suggested changes: Allows an associate member to hold an elected official position other than just the, "elected associate member position". Without this language, Gregg Ostrow, who graciously volunteered to serve as Secretary, would not be allowed to hold that position.

  1. Educator/Student Member:

Educator/Student Membership shall be available to full-time educators or students involved with course work related to any discipline represented by the Society.

Educator/Student Members may serve on committees.

Educator/Student Member may not vote or hold any office.

  1. Honorary Member:

Honorary Membership may be granted to recognize and reward an individual who has, as determined by the Board, performed outstanding service beneficial to the engineering field of the Society.

Honorary Members may participate in meetings of the chapter and general membership (delete, "and shall have the same privileges as an Associate Member").

Reason for suggested change: If we leave the existing language, it would be conceivable that an Honorary Member could hold office. We don't believe as a Society that we would want that to be a possibility.

Honorary Members shall not be required to pay dues.

  1. Life Member:

Life Membership may be granted to a member in good standing who retires after ten (10) years of Professional Active Membership; Associate Membership; or combination of both and who expresses a desire to maintain an interest in and continued participation in Society activities. Nomination for Life Membership must be by a Society Elected Official (delete, "Board Member) with approval by a simple majority vote of the Elected Officials (delete, "Board").

Reason for suggested change: "Board Member" is only the three individuals representing the regions of the state when the intent was that any, "elected official" could make the nomination.

Life Members may participate in meetings of the Society and general membership.

Life Members shall not be required to pay dues.

SECTION 2.TRANSFER OF MEMBERSHIP

Membership in the Society shall not be transferable to another person. A member who changes affiliation shall retain membership during the full term for which dues have been paid.

SECTION 3.TERMINATION OF MEMBERSHIP

  1. Resignation: A member may at any time file for resignation from the Society in writing to an Elected Official (delete, "the Board").

Reason for suggested change: The Board is only the three individuals representing the regions of the state when the intent was in writing to a, "society officer".

  1. Loss of Eligibility: Membership of any person who, because of change in position, is no longer eligible for membership shall be automatically terminated at the end of the term for which dues have been paid.
  2. Nonpayment of Dues: Membership of any person who is 90 days in arrears in the payment of annual dues shall be automatically terminated.

ARTICLE VI – MEETINGS

SECTION 1.

Regular Society meetings shall be held at least two (2) times a year, at a time and place determined by the members at a preceding meeting. (delete, "One (1) annual meeting shall be held in connection with the IdahoHospital Association (IHA) annual symposium").

Reason for suggested change: If the sentence remains, the society would always have to have at least one (1) meeting held in conjunction with an IHA meeting. Removal would allow meeting(s) to be held anywhere and at any time determined at a preceding meeting. Removal would not prohibit meeting at the same time as IHA if that is the wishes of the society but would not be mandated to have to meet at the same time.

The (delete, "Board of Directors of the") Society Elected Officialsmay call special meetings. 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 members present and voting.

Reason for suggested change: The Board is only the three individuals representing the regions of the state when the intent is that the officers would have the power to call for a special meeting.

SECTION 2.

Notice of Society Meetings: The membership shall be notified by mail or e-mail for every regular or special meeting of the members of the Society. Notice shall be sent to the mailing address or e-mail address of each member as it appears on the books of the Society, or as may be supplied to the Society for the purpose of notice, not less than seven (7) days before any such meeting.

SECTION 3.

ORDER of Meetings: All Society meetings shall be governed by Robert’s Rules of Order in all cases to which they are applicable and consistent with the bylaws of the Society.

SECTION 4.

(delete entire sentence, "A quorum of any Society business meeting shall consist of two (2) or more elected officers plus a majority of members present and in good standing). A quorum at any annual meeting or special business meeting shall consist of two (2) or more elected officials and no less than 20% of eligible voting members of the Society, based on the number of members as of December 31 of the preceding calendar year."

Reason for suggested change: This proposed language is patterned after the ASHE by-laws and the 20% of eligible members is easier to determine than the present language of, "a majority of members present and in good standing".

ARTICLE VII – FINANCE

SECTION 1.Dues:

Dues and donations of the Society shall be approved by the elected officials (delete, "board of Directors") of the Society. No portion of the dues paid by any member shall be refundable. 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 elected officials (delete, "Board of Directors"). Dues shall not be prorated.

Reason for suggested change: The Board is only the three individuals representing the regions of the state when the intent is that the officers would have the power to handle dues and donations.

SECTION 2.Deposits/withdrawals:

A)The money of the Society shall be deposited in the name of I.S.H.E., as the officers shall designate.

B)Any withdrawal shall be by check only, signed by one (1) such officer and /or agent as the Society officers may designate for amounts less than $500.00 and by two (2) officers or agents for amounts $500.00 and above.

ARTICLE VIII – SOCIETY OFFICERS

SECTION 1.

The Officers of the Society shall include the President, President-Elect, Secretary, Treasurer, three (3) Regional Representatives (delete, "Board members"), one (1) Associate member, and the immediate past President (non-voting). The President-Elect (delete, "officers") shall be elected from the Professional Active membership for two (2)years and shall hold office until a(deleted, "their") successoris (delete, "s are") elected and trained. Add new sentences as follows, "The Secretary, Treasurer, and Regional Representatives shall be elected from the Professional Active and Associate memberships and shall hold office until their successors are elected and trained. The Associate officer position shall be elected from the Associate membership." The election of Society officers shall be held every two (2) years during the business meeting held in conjunction with a regular membership meeting. (delete, "the annual symposium"). 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 as the Associate Officer. (delete, "on the Society's Board of Directors as an Associate Director.)

Reason for suggested changes: This proposed language does essentially two things: First it removes electing the President of the Society. It has been "assumed" that the President-Elect will move into the President's position automatically; however, the by-laws do not state such. The present by-laws say that all will be elected. Secondly, it provides language that allows an Associate Member to hold an office other than as the Associate Member position, BUT not the President-Elect position. The language allows only a Professional Active Membership to run//hold the President-Elect position and eventually the President position. This draft language could conceivably result in all elected officials except the Pres and Pres-elect being from the ranks of Associate or Life members.

SECTION 2.(delete, "Duties of the') President:

Reason for suggested changes here and for other elected officials that follow: The wording is not necessary

A) The President shall preside at all business meetings, shall have general supervision of the affairs of the Society, shall sign all instruments of the Society as authorized by the officers, shall report to the officers and perform all such duties as are incidental to the office or are properly required of the President by the officers of the Society.

B) 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.

SECTION 3.(delete, "Duties of the") President–Elect:

A)The President-Elect shall accede to the office of President upon the completion of the term of the President or immediately should the office of President become vacant. In the absence (delete, "or resignation") of the president, the President-Elect shall exercise all functions allocated to the President.

Reason for suggested change: Draft language is companion to draft language to Article VIII, Section where the office of President is proposed to be removed from being voted into office.

B)The President–Elect shall serve as the chair of the Education Committee and shall be responsible for overseeing the Society’s educational program.

C)Should the President-Elect not be able to full fill the duties of the office due to resignation or having to assume the duties of the President, the officers of the Society will appoint a temporary President-Elect until an election can be held.

SECTION 4.(delete, "Duties of the") Secretary:

The Secretary shall issue notice to all meetings, shall have charge of the records, shall sign with the President such instruments as may require his/her signature, and make such reports and perform such duties as are incidental to this office and are properly required of him/her by the Society officers.

In the absence and or resignation of the Secretary the officers of the Society will appoint a temporary Secretary until an election can be held.

SECTION 5.(delete, "Duties of the") Treasurer:

A.The Treasurer shall be responsible for maintaining the financial records of the Society.

B.The Treasurer shall be responsible for presenting a current financial report to the membership at each membership meeting.

C.The Treasurer shall be responsible for notification of annual dues to the membership and collection/deposit of annual membership dues received.

D.The Treasurer shall provide a cost accounting process/spreadsheet to give detail on income and expenses.

E.The Treasurer shall meet with the President and President-Elect to establish an annual budget for board approval.

F.In the absence and or resignation of the Treasurer, the officers of the Society will appoint a temporary Treasurer until an election can be held.

SECTION 6.Regional Representative

"One (1) representative from each of three (3) regions (north, central, and southeast) in the state shall represent members in each area" (delete,"A Board, consisting of one (1) representative from each of three (3) regions (north, central, and southeast) in the state, shall represent members in each area'") and shall meet(or formally correspond) a minimum of three (3) times yearly with otherSociety officers (delete: "to provide direction to the President, President-Elect, Treasurer, and Secretary").

(delete, "The Board, along with current Society officers, will be responsible for making officer nominations to be presented for election at the annual symposium').

(delete, "In addition, e")Each regional representative shall support the Education Committee and work on Society membership in their region.

(delete, "The board shall review the by-laws every three (3) years and make any changes needed as directed in the Society’s by-laws").

Reason for suggested changes: Each of these individuals are not really a, "Board" nor do they or have they acted as a Board. Per Section 1 of the Article they are an, "officer of the Society". Each of these individuals are already an elected official per Section 1 and would be included in any meeting of the Society Officers so the remainder of the paragraph is moot. The regional reps don't make nominations nor have they in the past so the duty is being struck. The regional (i.e., Board as per the exiting language) reps don't review the by-laws every three years, so the duty is being struck. Note: Language on by-law review/update is captured in Article XII.

ARTICLE IX – SOCIETY SUPPORT

SECTION 1.

The officers of the Society may elect to obtain contract support services to assist in the day-to-day activities of the Society. Compensation for any support services shall be negotiated as part of any contract. The contract shall specify the duties of the support services. The Elected Officials(delete, "Board") shall approve the contract, including compensation.

Reason for suggested change: The Board is only the three individuals representing the regions of the state when the intent is that the officers would have the power to approve contract support.

ARTICLE X – ELECTIONS

SECTION 1.

Society officers shall be elected by majority vote of the eligible membership in attendance during a (delete, "the") business meeting.(delete, "held in conjunction with the annual symposium").

Reason for suggested change: The existing language limits the election of officers to a specific date and the word, "symposium" in the existing by-laws is only referenced with the words, "Idaho Hospital Association". The existing language would mean officers could only be elected in the fall and only at a business meeting held in conjunction with IHA's conference. The proposed draft language leaves the election of society officers open to any business meeting.

SECTION 2.

The Elected Officials (delete, "Board") shall make every effort to make known to the membership those individuals nominated for office well in advance of the business meeting.

Reason for suggested change: The Board is only the three individuals representing the regions of the state when the intent is that the officers would have the power to announce nominations.

SECTION 3.

The Elected Officials (delete, "Board") shall provide an opportunity for members to offer into nomination eligible members at a (delete, "the") business meeting.(delete, "held in conjunction with the annual symposium").

Reason for suggested changes: Same as made for Section 2 above.

ARTICLE XI – COMMITTEES

SECTION 1.

The Society officers may appoint committees for various functions. A committee chairperson shall preside over all committee meetings, shall have general supervision of the affairs of the committee, and shall keep the president of the Society informed of all agendas within the committee.

SECTION 2.

The Society president may establish and appoint members to standing and special committees as needed to address issues relevant to the Society.

ARTICLE XII – AMENDMENTS

SECTION 1.

The by-laws shall be reviewed at least every three (3) years and changes made as directed in the Society's by-laws. The by-laws may be amended, repealed or altered in whole or in part by a vote of the eligible members at a Society’s business meeting. Any eligible member not able to attend themeeting may cast his/her vote by e-mail or in writing to the president or president-elect no later than five (5) calendar days prior to the business meeting.

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