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BYLAWS KENTUCKY HEALTH INFORMATION
MANAGEMENT ASSOCIATION The name of this component
state association of the American Health Information Management Association
shall be the Kentucky Health Information Management Association, Inc. Section 1. The purpose of this association shall be to
commit to excellence in the management of health information for the benefit of
patients and providers, and to promote the mission and purpose of AHIMA within
the Commonwealth of Kentucky. The Association is organized
and operated exclusively for educational purposes, all of which are exempt from
taxation under #501 C (3) of the Internal
Revenue Code and to do all other things deemed by the Board of Directors to be
necessary or desirable in connection with these purposes and without limiting
of the generality of the foregoing. Section
2. To promote this purpose the
Kentucky Health Information Management Association (KHIMA) shall: A. Maintain a
complete and current listing of all members, which list shall be B. Provide
educational programs for the purpose of continuing education and professional
development of members C. Provide
newsletters, e-mail alerts, KHIMA website or other sources to keep membership abreast
of changes within the association and within the profession D. Conduct such other
activities as may be consistent with the purposes as stated herein E. Provide
scholarships to students meeting established criteria The principal office of the
corporation (herein called “Association”) is in the Commonwealth of Kentucky
and shall be located at Louisville, KY. The Association may have other offices,
either within or outside the Commonwealth, as the Board of Directors may from
time to time specify. The membership of this
association shall be divided into (5) classes: (a) Active (b) Associate (c) Student (d) Honorary (e) Corporate Section 1. Active The active members of this Association shall be
composed of active members of the American Health Information Management
Association, employed and/or residing in the state of Kentucky, non-employed
active members residing in the state and members living in the state but
employed in another state, who select Kentucky for the state association
membership. Active members in good standing shall be entitled to vote, to hold
office, to serve as member of the Board of Directors, Committee Chairman,
committee member or delegate to the American Health Information Management
Association. Section 2. Associate The
Associate Membership of this Association shall be composed of the associate
members of the American Health Information Management Association employed
and/or residing in the state of Kentucky, non-employed associate members
residing in the state, and associate members living in the state but employed
in another state who select Kentucky for their state association membership.
Associate members shall have all the privileges accorded this class of
membership by the American Health Information Management Association. They
shall be eligible to serve on committees with voice and vote. They shall not be
entitled to other voting privileges or hold office or serve as delegate. Section 3. Student Any individual who holds
student membership in the American Health Information Management Association
and who is formally enrolled in a program for Health Information Administration
or Health Information Technology in this state or resides in this state and is
formally enrolled in a program in another state and selects the state for his
association membership shall be a student member of this association as long as
his student membership in the American Health Information Management
Association continues. A student member shall be entitled to attend business and educational meetings of this association
without payment of a registration fee. Student members shall have all rights and privileges of
membership, including that of serving on committees and subcommittees in
designated student positions with voice but no vote. They shall not be entitled to other voting privileges, hold
office, or serve as delegates to AHIMA. Section 4. Honorary Any person who receives
honorary membership in the American Health Information Management Association
and resides in the state of Kentucky shall be an honorary member of this
Association. The Board of Directors may award any
person who made a significant contribution to Health Information Management
Science or rendered distinguished service in the Health Information Management
Profession or its related fields honorary membership in KHIMA even though the
individual does not hold honorary membership in AHIMA. These members shall be exempt from dues. An
honorary member may hold no other class of membership in KHIMA. Honorary
members shall be eligible for state appointment. Honorary members who were Active Members shall retain their
Active Membership rights. Section 5. Corporate Any
corporation interested in the purpose of Kentucky Health Information Management
Association is eligible for corporate membership. The Corporation shall
designate one representative who shall have the rights and privileges of
membership, including that of serving on committees with voice and vote;
however, they shall not be entitled to other voting privileges, hold office, or
serve as delegates to the American Health Information Management Association.
Dues will be determined by the Kentucky Health Information Management
Association Board and will be payable to the Kentucky Health Information
Management Association. Section 6. Application for Membership Application
for active, associate, or student membership shall be in writing on the form
provided by the American Health Information Management Association and shall be
sent by the applicant directly to the Executive Director of the American Health
Information Management Association. Total amount of dues as provided in the
bylaws of the American Health Information Management Association shall
accompany the application. Transfer of membership from another state shall be
automatic when notice of such transfer is received from the Executive Director
of the American Health Information Management Association. Section 7. Transfer of Active, Associate, or Student Membership When employed member changes
his/her place of employment to another state or a non-employed member changes
his/her place of residence to another state or a student transfers to a school
in another state or upon graduation changes his/her residence to another state,
he/she shall notify the Executive Director of the American Health Information
Management Association, and transfer of membership to that state shall be
automatic as provided by the bylaws of the American Health Information
Management Association. Section 8. Resignation, Forfeiture, Expulsion, Reinstatement Active, associate, or
student membership in this Association shall be automatically cancelled or
reinstated upon notice from the Executive Director of the American Health
Information Management Association. Section 9. Cessation of Property Interest All rights, title, and
interest, both legal and equitable, of a member in and to the property of the
Association shall cease in the event of either of the following: A. Resignation
or death B. Forfeiture
of membership or expulsion Section 1. There shall be at least one
regular meeting of the members a year, the annual meeting to be held in the
spring of the year at such time and place as may be determined by the Board of
Directors. Additional meetings can be scheduled at the discretion of the Board
of Directors. Thirty days notice shall be given. Section 2. Special meetings may be
called by the President or by a majority of the Board of Directors. Fourteen
days notice shall be given for a special meeting. The purpose of the meeting
shall be stated in the call, and no other business shall be transacted. Section 3. The voting body at all
meetings shall be the active members in good standing. Section 4. A quorum for the transaction
of business shall consist of the active members present. An affirmative vote by the majority present
and voting shall be required to pass any business. In the event of a
national or state emergency or other circumstance prohibiting the holding of
any meeting of the membership, the Board of Directors may cancel the meeting
and prompt notice thereof shall be given to all members of KHIMA. Section 1. – General Powers The business and affairs of
the Association shall be managed by its Board of Directors. Section 2. – Election, Number, Tenure, and Qualifications Elected officers of this
Association shall be a President, President-Elect, Vice President, Treasurer,
Secretary, and Second Director. The President, President-Elect and Vice
President shall hold office for one year; the Secretary
and the Treasurer shall hold office for
two years or each officer shall serve until his/her successor has been elected and qualified. Only
active members in good standing shall be eligible to hold office or to serve as
First Director. There shall be two
Directors: A. Each
year the retiring President shall automatically become First Director for one
year. B. Each
year a member at-large shall be elected as Second Director for a term of one
year. Section 3. – Nomination and
Elections Nominations shall be made by
a Nominating Committee as provided for in Article IX, Section 7. Elections shall be by
plurality of the votes cast by the active members in good standing. In case of
a tie, the election shall be decided by lot. Voting
shall be by mail ballot only. Ballots with instructions for their use shall be
placed in the mail to all active members at least thirty days prior to the
annual meeting. In order to be counted, a ballot must be returned by mail to
the Chairman of the Credentials Committee and must be received at least ten
days before the annual meeting. Ballots received after the deadline shall be
destroyed, unopened. Results of the elections
shall be announced at the annual meeting, and officers and directors shall
assume office on July 1 following the close of the meeting at which the
election is announced with the exception of the President-elect who shall
assume office of President on July 1 of the following year. Section 4. – Vacancies In the event of the death,
incapacity or resignation of the President during his/her term of office, the
President-elect shall assume the position of the President for the unexpired
term and shall also serve the term following which would have been his/her
normal term. In the event of death,
incapacity or resignation of the President-elect prior to assuming office of
President, the Vice President shall assume the position of President-elect for
the unexpired term and shall assume the office of President at the close of the
following annual meeting. The vacancy thus created in the office of Vice
President shall be filled by vote of the Board of Directors. Any officer or director my
resign at any time by submitting his/her written resignation to the Board of
Directors, but such resignation shall not become effective until accepted by
the Board of Directors.
Section 5. Removal Any elected or
appointed Officer or Director of KHIMA may be removed for cause by the
Executive Board of Directors, providing such action is taken by a majority vote
of the (7) members of the Executive Board. Section 1. The duties of officers shall
be specified in these Bylaws and such standing rules as may from time to time
be adopted, or as specified in the Bylaws and Standing Rules of the American
Health Information Management Association for component
state associations and the latest edition of Robert’s Rules of Order. Section 2. The President shall become
familiar with the procedure for Component State Associations established by the
American Health Information Management Association and be guided by these
procedures in directing the activities of officers and committees. He/she shall
preside at all meetings of the Association membership
and of the Board of Directors, and shall be an
ex-officio member of all standing and special committees except the
Nominating Committee, which shall be appointed as provided for in Article IX,
Section 7. The President shall transmit
annually, to the Executive Director of AHIMA,
the names of delegates in the manner and by the date stipulated by the American
Health Information Management Association. The President shall be the first
delegate at the American Health Information Management Association annual
meetings. Section 3. The President-elect shall
attend all Board Meetings and the annual meeting and shall prepare himself for
the office of President. The President-elect shall be
a member of the Procedures Committee. In the event of
the death, incapacity or resignation of the President during his/her term of
office, the President-Elect shall assume the position of the President for the
unexpired term and shall also serve the term following which would have been
his/her normal term. Section 4. The Vice President shall
serve as a member of the Publications Committee for two years (as Vice
President and one year following his/her term as Vice President). The Vice
President shall be editor of the news publication published by the Association
during his/her term and consultant for the news publication the year
immediately following his/her term. In the event of
death, incapacity or resignation of the President-elect prior to assuming
office of President, the Vice President shall assume the position of
President-elect for the unexpired term and shall assume the office of President
at the close of the following annual meeting.
The vacancy thus created in the office of Vice President shall be filled
by vote of the Board of Directors. Section 5. The Secretary shall keep a
permanent record of the meetings of the Association and of the Board and shall
submit them for approval at the next meeting of the respective group. He/she shall carry on the official correspondence of the
Association under the direction of the President, including notices of meetings
to the membership. The Secretary shall deliver to his/her
successor within one month following election all Association property in his/her possession. Section 6. The Treasurer shall be
custodian of the funds of the Association.
He/she shall maintain an account of dues
received from the Executive Director of the American Health Information
Management Association and shall immediately dispatch current membership
listings to the Publications Committee Chairman. He/she shall make reports as
requested by the President and shall render an annual report. He/she shall,
after the closing of the fiscal year, deliver to his/her
successor all monies, vouchers, books and papers of the Association. Section 7. The First Director (past
President) shall serve as Chair of the
Procedures Committee. The Second Director (Director at Large) shall serve as Chair of the Credentials Committee. ARTICLE VIII – EXECUTIVE
BOARD (BOARD OF DIRECTORS) Section 1. Composition of
Board/Reporting/Authority There shall be an Executive
Board composed of the officers and directors of the Association. The Board
shall carry on the business of the Association between meetings of the
Association and shall report through the President at the annual meeting. The Executive Board shall: a. Select
the time and place for all Association membership
meeting. b. Provide
for the bonding of the Treasurer c. Provide
for audit of the Treasurer’s accounts. d. Approve
depository for the Association’s funds. e. Approve
committee appointments and committee recommendations f. Manage the property, business and affairs of KHIMA and
devise mature methods for its growth and prosperity. g.
Approve topics for educational meetings h.
Provide for removal for just cause of any elected or appointed
Officer or Director, Committee Chair or Committee Member i.
Provide for representation of the membership of KHIMA on all matters
internal and external j.
Establish Association Policies and Procedures and approve
modifications except as otherwise provided in these Bylaws k.
Approve annual operating budget l.
Serve as custodian over all funds and property of the Association m.
Render a full report on the financial status and activities of KHIMA
to membership at the annual association membership business meeting Section 2. Meetings of the Board The Board of Directors shall
meet immediately preceding the annual meeting and on call of the President at
such times as may be deemed advisable during the year. Section 3. Business by other means In matters requiring action
between meetings of the Board of Directors, which in the opinion of the
President do not warrant a called meeting, officers and directors may be polled
by mail, telephone, or electronic means. All such action shall be ratified at
the next meeting. Section 4. Quorum and Manner of Acting The majority of
the members of the Executive Board of Directors constitute a quorum. The affirmative vote of a majority of
members of the Executive Board present shall be necessary for the adoption of
any matter unless otherwise required by law and these Bylaws. Section 5. Cancellations In the event of a
national or state emergency or other circumstances prohibiting the holding of
any meeting of the Board of Directors, the Executive Board may cancel the
meeting and prompt notice thereof shall be given to all Board Members. Section 1. Establishment There
shall be such committees as necessary to conduct the business of the
Association, including a Nominating Committee. The composition, size, and
duties of the committees shall be set forth in the Association’s Policy and
Procedure Manual and subject to the approval of the Board of Directors. Section 2. Eligibility Active
members in good standing shall be eligible for appointments as Chairman or
members of committees. Section 3. Term of Office and Vacancies The term of office and
provision for filling vacancies on committees shall be set forth in the
Association’s Policy and Procedure Manual. Section 4. Duties The duties, operational
policies, and procedures shall be set forth in the Association’s Policy and
Procedure Manual. Committees shall not preempt the authority of the Board of
Directors. Section 5. Reports Each committee shall present
a written report to the President fifteen (15) days before the annual meeting. Section 6. Quorum A majority of the members of
any committee shall constitute a quorum. Section 7. Nominating Committee A. Chair: The Chair of the Nominating Committee shall
be an active member of and shall be the immediate Past President of the
Association. In the event the immediate
past president is unable to serve or is no longer an active member of the
Association, the Board shall appoint a Chair of the Nominating Committee. B. Members: The Regional Associations’ immediate Past
President, or their designee, shall serve as members of the Nominating
Committee. C. Duties: The duties of this committee shall be (1) to
prepare a ballot for each office and director of the Executive Board and (2) to
obtain the biographical information for each nominee to be mailed with the
ballot. D. Reports: The ballot constitutes the annual report for
the committee unless there are other recommendations. Section 1. The fiscal year of the
Association shall be from July 1 through June 30. Section 2. Dues for active, associate,
and student members shall be provided in the Bylaws of the American Health
Information Management Association, and shall be paid by the member directly to
the Executive Director of the American Health Information Management
Association. The State’s portion of the dues is rebated to the Treasurer of
this Association. Section 3. Corporate membership dues
will be set by the Board of Directors and be payable to the Kentucky Health
Information Management Association. Section 1. The Association shall be
represented in the House of Delegates of the American Health Information
Management Association as provided in the bylaws of the American Health
Information Management Association. Only active members in good standing shall
be eligible to serve as delegates. Section 2. A.
The
President shall be the first delegate to the American Health Information
Management Association’s House of Delegates. B.
The
President-elect shall be the second delegate to the American Health Information
Management Association’s House of Delegates. C.
The
First Director shall be the third delegate to the American Health Information
Management Association’s House of Delegates. D. Nomination
for any additional delegates to which this Association may be entitled shall be
made by the Nominating Committee, and election shall be by mail ballot of the
active members in good standing. The ballot shall indicate the membership classification
of each nominee. A plurality vote shall elect. The remaining nominees shall
serve as alternates in the order of the next highest number of votes received.
Where an alternate delegate finds it impossible to serve, the Second Director
of the Association shall serve as delegate.
When the Second Director finds it impossible to serve, a delegate may be
appointed by the President with approval of the Executive Board. Section 1. Contracts The Board of Directors may
authorize any officer or officers, agent or agents to enter into any contract
or execute and deliver any instruments in the
name of and on behalf of the Association, and such authority may be general or
confined to specific instances. Section 2. Loans No loans shall be contracted
on behalf of the Association and evidences of indebtedness shall be issued in
its name unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances. Section 3. Checks, Drafts, Etc. All checks, drafts, or other
orders for payment of money, notes or other evidences of indebtedness issued in
the name of the Association shall be signed by such officer or officers, agent
or agents of the Association, and in such manner as shall, from time to time,
be determined by resolution of the Board of Directors. Section 4. Deposits All funds of the Association
not otherwise employed shall be deposited from time to time to the credit of
the corporation in such banks, trust companies or other depositories as the
Board of Directors may select. ARTICLE XIII – AGENTS,
EMPLOYEES, CONSULTANTS, PROFESSIONAL SERVICE Persons or firms other than
officers of this Association may from time to time be engaged or employed to assist
the Association in carrying out its programs and purposes. Any such employment
must be by action of the Board of Directors upon terms and conditions,
including payment for services set forth by the Directors. Any director or officer or a
former director or officer of the Association may be indemnified by the
Association against expenses actually and reasonably incurred by him in
connection with the defense of any action, suit, or proceeding, civil or
criminal, in which he is made a party by reasons having been such director or
officer, except in relation to matters as to which he shall be adjudged in such
action, suit or proceeding to be liable for gross negligence or willful
misconduct in the performance of duty to the Association and against any other
expenses as authorized by resolution of the Board of Directors. |
