Approved (Final)

- as of 5/18/2010

RHODE ISLAND ASSOCIATION FOR HEALTHCARE QUALITY

ARTICLE I: NAME

As an Affiliated State Association of the National Association for Healthcare Quality, the state chapter shall be the Rhode Island Association for Healthcare Quality, hereafter referred to as RIAHQ or the Chapter.

ARTICLE II: PURPOSE AND OBJECTIVES

Section II.1. Purpose:

The Rhode Island Association for Healthcare Quality, a non-profit organization, promotes quality and safe healthcare by empowering healthcare quality professionals from every specialty with education, networking, certification preparation and professional practice resources.

Section II.2. Objectives:

The objectives of RIAHQ shall include but not be limited to the following:

II.2.1. To provide educational opportunities to members to further their professional development in the field of healthcare quality.

II.2.2. To enable members to carry out professional responsibilities more effectively by encouraging an exchange of ideas and discussion of relevant issues.

II.2.3. To support members in their efforts to seek professional certification in healthcare quality.

II.2.4. To maintain our connection with the National Association for Healthcare Quality for the benefit of its membership resources.

ARTICLE III: MEMBERSHIP

Section III.1. Membership:

III.1.1. Membership shall be open to anyone interested in the improvement of healthcare quality and safety.

III.1.2. Any person/organization desiring membership in the association shall file a completed application for membership accompanied by the appropriate dues.

III.1.3. Categories of membership include:

III.1.3.1. Individual Membership status granted to anyone interested in the improvement of healthcare quality and safety.

III.1.3.2. Retired Membership status granted to any individual over the age of 62 who has retired from full-time employment and has been a voting member of the Association for at least 5 years immediately preceding the initial application for retired membership.

III.1.3.3. Student Membership status granted to any full time student with an interest in healthcare quality.

III.1.3.4. Organizational Membership status granted to any organization conducting business related to healthcare quality in New England. (such as Quality Partners?)

Section III.2. Membership Privileges:

All Members in good standing may attend meetings at membership rates. Only individual and retired members shall be entitled to the right to vote, hold office, committee appointment and to serve as a Representative.

Section III.3. Meetings:

III.3.1. The Board of Officers will meet at least annually by March 15th to set the date of the Annual Chapter Meeting and begin planning the year's activities.

III.3.2. The Annual Chapter Meeting shall be conducted in the spring at such time and place as approved by the Board. The Board reserves the right to change the date if warranted. Written notice of the time, place, and purpose of the meeting shall be sent to each member no later than thirty (30) days before the meeting either by electronic or standard mail. Election of Officers will occur at the Annual Meeting.

III.3.3. Educational meetings shall be provided for the membership at least once annually.

Section III.4.1. Membership List:

Membership information may be shared with specific organizations and other institutions according to criteria approved by the Board.

ARTICLE IV: DUES AND FINANCE

Section IV.1. Fiscal Year:

The fiscal year for RIAHQ shall be from January 1st through December 31st.

Section IV.2. Dues:

The Board determines the membership dues which shall be paid annually by the date of the Annual Chapter Meeting.

Section IV.3. Financial Reports:

IV.3.1. Financial Reports shall be prepared by the Treasurer and submitted to the Board. An annual report shall likewise be prepared after the close of the fiscal year.

IV.3.2. An internal audit will be conducted annually. An Audit Report will be presented to the Board when requested and to the membership at the Annual Chapter Meeting.

IV.3.3. A projected operating expense budget will be prepared by the Treasurer for approval by Board at the first Board meeting of the fiscal year.

ARTICLE V: OFFICERS

Section V.1. Composition:

The Officers of RIAHQ shall include the positions of President, Secretary, and Treasurer.

Section V.2. Terms of Office

V.2.1. The President and shall serve for a term of two (2) years.

V.2.2. The Secretary and Treasurer each shall serve for a term of three (2) years.

V.2.3. No officer shall serve more than two (2) consecutive terms in the same office.

V.2.4. Any officer may resign at any time by submitting a written resignation to the other Officers of the Board.

V.2.5. In the event of the President�s resignation, a special election will be organized to include the invited nominations and vote of all RIAHQ members.

V.2.6. In the event of a vacancy in the office of Treasurer or Secretary, the President shall name a successor to serve until the next Annual Chapter Meeting, at which time the membership present shall vote approval, or nominate and determine another candidate by majority vote.

Section V.3. Duties:

The President shall preside at all meetings of the Board and at Chapter meetings. The President shall participate actively in all RIAHQ affairs.

V.3.2. The Secretary shall keep a permanent record of the Board and Annual Chapter and educational meetings. These minutes shall be submitted for approval at the next meeting of the Board and or membership.

V.3.3. The Secretary shall ensure the membership list is maintained and meeting notices are sent to the membership.

V.3.4. The Treasurer shall be the custodian of funds. The Treasurer shall maintain an account of all monies received and dispersed. Reports as outlined in Article IV will be maintained and submitted as scheduled.

ARTICLE VI: BOARD

Section VI. Composition

The Board shall consist of the Officers (President, Secretary, and Treasurer), immediate Past President (ex officio) and any Representatives of committee work in current progress or in effect.

ARTICLE VII: COMMITTEES

Section VII.1. Composition

VII.1.1. The Board shall establish special committees as it deems necessary. The Board shall establish the functions of these committees which operate under the general supervision of the Board.

VII.1.2 Committee activities and recommendations shall be reported to the Board. The Board shall act on all recommendations of committees.

Section VII.2. Committee Membership:

VII.2.1. Chairs and members of the committees are appointed by the President from all those voting members in good standing.

VII.2.2. All committee members are required to inform their committee chairperson in the event they cannot attend the meeting.

VII.3. A committee Chair may be removed from office for cause with the recommendation of the President and approval of the Board.

ARTICLE VIII: NOMINATIONS AND ELECTIONS

Section VIII.1. General:

VIII.1.1. Individual and retired members in good standing shall be eligible to hold office.

VIII.1.2. Individual and retired members in good standing shall be eligible to nominate candidates and vote.

VIII.1.3. Nomination of officers will be invited electronically at least two weeks prior to an election.

VIII.1.4 The date of election of officers will be determined by the Board to occur in the spring, usually coinciding with the Annual Chapter Meeting.

VIII.1.5. Election of the President will occur on the alternate year from that of the Secretary and Treasurer.

VIII.1.6. Votes may be submitted electronically, by mail, or in person by the determined date.

VIII.1.7. A plurality vote is required for all elections. A plurality shall mean the greater number of ballots received by the stated date.

ARTICLE IX: PARLIAMENTARY AUTHORITY

The presiding officer acting as the meeting Chair shall govern the proceeding according to his/her best judgment. Should Roberts Rules of Order newly revised (current edition) be available, it shall be used as a reference to guide the proceedings of RIAHQ in all cases not covered by these Bylaws.

ARTICLE X: PROPERTY RIGHTS

Section X.1. Dissolution of the Association:

X.1.1. Upon the winding up or dissolution of RIAHQ, payment of, or adequate provision for the debts and obligations of the organization will be made.

X.1.2. The remaining assets shall be distributed to a nonprofit fund, foundation, or corporation which is organized exclusively for charitable, educational, or scientific purposes and has established its tax exempt status under Section 501� of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Statute, as the Board shall determine.

X.1.3. If RIAHQ holds any assets in trust, such assets shall be disposed of in such manner as may be directed by the decree of the appropriate court within the state of Rhode Island.

ARTICLE XI: BYLAWS, AMENDMENTS AND REVISIONS

Section XI.1. Amendments:

Proposed bylaw amendments and revisions shall be distributed to the full membership thirty (30) days prior to vote.

Section XI.2. Approval of Amendments:

XI.2.1. These Bylaws may be amended by a two-thirds (2/3) vote of those eligible members present at any meeting or by a majority of voting members returning an electronic and/or standard mail, by the stated date.

XI.2.2. Approved bylaws amendments become effective at the close of that meeting or the date stated on electronic and/or standard mail vote.