ARTICLE I -
NAME
The name of the organization shall be the New England
Society for Healthcare Strategy.
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II – PURPOSE
The purpose of the New England Society for Healthcare
Strategy (the “Society”) shall be to provide career and professional
development opportunities to enable practitioners in healthcare strategy,
development, and implementation to enhance their competence and effectiveness,
thereby contributing optimally to the fulfillment of the missions
of the organizations they serve. In furtherance of such purpose,
the Society may offer, support, or promote any professional development,
including but not limited to educational sessions, networking opportunities,
communications, job postings, and social gatherings.
The Society is organized exclusively for charitable,
scientific, and educational purposes and shall have all the rights,
privileges, immunities and powers of, and shall be subject to all
of the duties and liabilities imposed on non-profit corporations
under the laws of the Commonwealth of Massachusetts as the same shall
be enacted from time to time. It shall be so conducted that no part
of its income and earnings shall inure to the benefit of any member,
director, officer, or individual except that the Society may pay
reasonable compensation for services rendered. No substantial part
of the activities of the Society shall be the carrying on of propaganda
or otherwise attempting to influence legislation. The Society shall
not participate or intervene in any political campaign on behalf
of any candidate for public office, including the publishing or distribution
of statements. The Society shall not carry on any activities not
permitted to be carried on by a corporation exempt from tax under
section 501(a) of the Internal Revenue Code of 1986 as amended.
The Society may be an affiliate of the Society
for Healthcare Strategy and Market Development (“SHSMD”) which is
a personal membership group of the American Hospital Association.
Upon the dissolution of the Society, the Board
of Directors shall, after paying or making provision for the payment
of all of the liabilities of the Society, dispose of all of the assets
of the Society exclusively for the benevolent purposes of the Society,
or to such organization or organizations organized and operated exclusively
for charitable and benevolent purposes as shall at such time qualify
as an exempt organization or organizations under section 501(a) of
the Internal Revenue Code of 1986, as amended, as the Board of Directors
shall determine. Any such assets not so disposed shall be disposed
of by the Superior Court, Middlesex County, exclusively for such
purposes or to such organization or organizations, as determined
by the Court.
ARTICLE III – POWERS
The Society may recommend to the Board of SHSMD
policies within its area of interest and may recommend programs and
activities to be undertaken by SHSMD. Recommendations and comments
may be forwarded to SHSMD by a vote of the Board of Directors of
the Society or by a two-thirds vote of the members present and voting
at an authorized meeting.
The Society may organize its membership into special
interest groups within the Society to facilitate development of specialized
programming and services.
ARTICLE IV –
MEMBERSHIP
Section 1. Eligibility
Membership shall be available to any individual
who has responsibility for, interest in, or contributes toward, strategy,
business development, and market development in a healthcare or healthcare
related organization.
Section 2. Establishment of Membership
Membership in the Society shall become effective
upon receipt of a properly completed application form and receipt
of required dues. In the instance of Honorary Membership, membership
shall be at the initiation of the Board and require a majority vote
by the Board.
Section 3. Types of Membership
A. Active Membership shall be available to any
individual who:
• Has primary responsibility for strategy
and market development in a healthcare or healthcare related organization;
• Has responsibility for a strategy
and market development function;
• Is employed as a strategy and market
development consultant to the healthcare industry;
• Is on the faculty of an educational
institution and is regularly and substantially engaged in health
related instruction and/or research; or
• Is, other than the above, at the discretion
of the Board of the Society, deemed to be actively involved in health
related activities.
B. Honorary Membership may be granted to a former
active member who has made significant contributions to the Society.
Honorary membership may also be granted to someone who has made outstanding
contributions to the field of healthcare strategy or market development.
Honorary members are not eligible to vote or hold office.
C. Student Membership shall be available to those
full or part time students, residents, or fellows in programs in
healthcare management, planning, marketing, or a related field. Student
members may not vote or hold office.
D. Other types of membership may be established
by the Board of Directors.
Section 4. - Transfer of Membership
Membership in the Society shall not be transferable
to another person unless so specified by an agreement between the
Society and the parties involved. A member whose affiliation changes
shall retain membership during the full term for which dues have
been paid.
Section 5. – Termination of Membership
• Resignation. A member may resign from
the Society at any time by writing to the Society's Board of Directors.
• Suspension or Expulsion. The Board
of Directors of the Society may suspend or expel any member for cause
at any time, after giving such member the opportunity to have a hearing
before the Board of Directors. For cause shall include but not be
limited to: (1) any violation of these bylaws, or (2) any conduct
on the part of said member that is prejudicial to the interests and
welfare of the Society and its members. Such hearing shall be conducted
in a manner similar to the hearing procedure established by SHSMD
and the American Hospital Association. A member may be suspended
or expelled by the affirmative vote of two-thirds of the members
of the Board of Directors present and voting. Any member suspended
or expelled may be reinstated by the affirmative vote of two-thirds
of the members of the Board of Directors present and voting.
• Nonpayment of Dues. A member who fails
to pay their dues within 90 days after due and payable shall have
their membership automatically suspended unless the Board of Directors
extends this period.
ARTICLE V. - DUES
Minimum annual dues of the Society for Active Membership,
Student Membership, and for a partial year membership for new members
who may join during the year shall be established by the Board. Honorary
Members will not be required to pay dues.
Dues shall become due and payable upon the date
fixed by the Board.
No portion of dues paid by any member shall be
refunded because membership is terminated for any reason.
Any refunds or property that may be donated to
further the work of programs of the Society shall become the property
of the Society and shall be used for the intent or purpose designated
by the donor.
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ARTICLE VI. - MEETINGS
Section 1. Annual Meeting
The Society 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 Board of
Directors of the Society. 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.
Section 3. Notice of Meetings
The secretary of the Society shall notify the membership
by mail (or other preferred form of communication if so indicated
by the member) of annual or special meetings no less than 21 days
prior to the date of the meeting.
Section 4. Order of Meetings
The Society shall adopt regulations for conducting
meetings and may amend them from time to time by a majority vote
of those present and voting at the annual meeting. These regulations
shall be in accord with Robert's Rules of Order Revised ,
when the latter are not in conflict with the bylaws of the Society.
The president of the Society shall preside at all
meetings. In the absence of the president, the vice president shall
assume the chair. In the absence of both, the president shall appoint
a member of the current Board to preside.
Section 5. Voting
• Eligibility to Vote. Any Active member
in good standing of the Society who is present at the meeting shall
be entitled to one vote with the exception of student and honorary
members who are ineligible to vote. Proxy voting shall not be permitted.
• Mail Votes. The secretary shall use
first class mail for all mail voting. Mail voting may be used if
recommended to the Board of Directors by a majority vote at any business
meeting and accepted by the Board or at any time the Board of Directors
determines a mail vote necessary.
• Majority. Except as otherwise specified
herein, all matters shall be settled by a simple majority vote, a
majority of members voting in assembly, or a majority of mail votes,
as the case may be.
Section 6. Quorum
A quorum shall consist of the active members present
at a duly called meeting.
ARTICLE VII. – BOARD OF
DIRECTORS
Section 1. Eligibility
Any active member of the Society in good standing
shall be eligible to serve on the Board of Directors of the Society.
Board members serve without compensation except that the Society
may pay reasonable compensation for services rendered.
Section 2. Composition
There shall be a Board of Directors composed of
not less than twelve (12) and not more than eighteen (18) members,
at least six (6) of whom shall have their principal place of employment
located outside of Massachusetts' Route 495. The Nominating Committee
will attempt to obtain representation from all New England states.
Voting members are: the president, vice president,
immediate past president, treasurer, secretary, program chair, membership
chair, and the remaining five (5) to eleven (11) directors at large.
Section 3. Term and Election
Directors shall be elected for a three-year term
to begin on January 1 following their election and conclude three
years later on December 31 or until his or her successor is duly
chosen and qualified. Any director shall be eligible for re-election
for a second consecutive three-year term. Any director having served
two consecutive full three year terms shall be ineligible for re-election
until one year shall have elapsed except that an immediate past president
shall continue to serve in that ex officio capacity regardless of
the number of years or terms previously served or consecutively served
so long as the then president shall continue to serve in the capacity
of president.
The terms of directors shall be staggered so that
the terms of approximately one third of the directors expire in each
of three consecutive years. To establish this rotation in 1999, the
Nominating Committee shall propose an initial slate wherein six (6)
directors will be nominated for one-year (or approximately one year)
terms, six (6) directors will be nominated for two-year (or approximately
two year) terms, and six (6) directors will be nominated for three-year
(or approximately three year) terms. Directors first elected in 1999
for either one or two year terms shall be eligible for re-election
to two full three-year terms. This sentence as well as the preceding
two sentences establishing a staggered rotation of directors beginning
in 1999 shall be eliminated from the bylaws at the conclusion of
2001.
The election of the Board of Directors shall be
conducted by the active members of the Society upon receipt of a
ballot listing candidates proposed by the Nominating Committee to
fill expired terms and vacancies. The election process shall allow
for write-in votes to be cast. The ballot shall be mailed to each
eligible voting member of the Society not less than 21 days prior
to the expiration of the terms of the positions on the ballot. The
person with a simple plurality of votes for a position is elected.
The results of the election shall be communicated to the membership
by mail.
Section 4. Powers and Responsibilities
The Board of Directors shall have the power to
carry out its responsibility to establish the vision and strategic
direction of the Society and to guide the development of policies,
programs, and services to fulfill the strategic goals of the Society.
The Board of Directors shall have the authority to adopt and implement
a strategic plan for the Society, to ensure the financial viability
of the Society, to approve the operating structure of the Society,
to create standing and ad hoc committees, to create special interest
groups within the Society, to prepare any annual or other reports
as required, and to be responsible for developing policies for the
expenditure of Society funds including the sale of all or substantially
all of the assets of the Society. The Board of Directors shall also
recommend to the Society liaison relationships and other relationships
with organizations related 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.
Section 5. Vacancies
Should a vacancy occur on the Board of Directors
other than in the offices of president, vice president, immediate
past president, treasurer, secretary, program chair, membership chair,
then the president, with the approval of the Board of Directors,
shall appoint an active member to complete the unexpired term.
Section 6. Meetings
The Board of Directors shall meet not less than
four times each year. Additional meetings may be called by the president
or upon a written request of at least one-third of the members of
the Board of Directors.
Meetings of the Board may be held at any place
within or without the Commonwealth of Massachusetts. Any such meeting,
whether regular or special, may be held by means of a telephone conference
or similar communications equipment which allows all persons participating
at the meeting to hear each other at the same time, and participation
by such means shall constitute presence in person at such meeting.
Members of the Board of Directors who are absent
from two successive meetings of the Board of Directors without adequate
reason, in the view of the president, may have their seats declared
vacant by a vote of the Board of Directors, to be filled in accordance
with Article VII., Section 5.
Section 7. Quorum
A quorum for the Board of Directors shall consist
of 40% of its members excluding vacancies.
Section 8. Forfeiture of and Removal from Office
• Loss of Membership. Directors shall
automatically forfeit their directorship if they lose eligibility
for or are expelled from membership pursuant to Article IV Membership,
Section 5.
• Conflict of Interest. Any director
is subject to removal from office pursuant to Article IX. Conflict
of Interest of Directors and Officers.
• Failure to Fulfill Duty. Any director
is subject to removal from office by a vote of two-thirds of the
Board of Directors for failure to fulfill the duties of office.
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ARTICLE VIII. – OFFICERS
Section 1. Eligibility
Any member of the Board of Directors in good standing
and in compliance with all provisions of the bylaws may be elected
to office in the Society.
Section 2. Officers
The officers shall be the president, vice president,
immediate past president, treasurer, secretary, program chair, and
membership chair.
The members of the Board of Directors shall elect
the officers at the first meeting of the Board following the annual
election of members of the Board of Directors.
Section 3. Terms
The president, vice president, immediate past president,
treasurer, secretary, program chair, and membership chair shall serve
for a term of one year beginning on January 1 each year and concluding
on December 31 or until his or her successor is duly chosen and qualified.
The president may be re-elected to the office of
president for two consecutive full one year terms. All other officers
may be re-elected to consecutive terms in the same office so long
as they serve as members of the Board of Directors.
Section 4. Duties
The president of the Society shall act as chairperson
of the Board of Directors and shall preside at all meetings of the
Board, in addition to all annual and special meetings of the Society.
The vice president shall perform the duties of
the president whenever the president shall be unable to do so. The
vice president shall be an ex officio member of all committees both
standing and special.
The treasurer shall collect all dues and monies
owed to the Society. The treasurer shall deposit all funds of the
Society in account(s) held in the name of the Society and keep a
record of and report regularly on the sources and uses of all monies
received and distributed. The treasurer will make proper disbursement
over his/her own signature on payments for obligations as shall be
authorized by the president or by the Board of Directors.
The secretary shall record the proceedings and
prepare and maintain the minutes and official records of the Society;
issue official calls, agenda, and other notices authorized or required
by or pursuant to these bylaws; and perform all other duties inherent
in the office of secretary.
Section 5. Forfeiture of and Removal from Office
• Loss of Membership. Officers shall
automatically forfeit their office if they lose eligibility for or
are expelled from membership, pursuant to Article IV. Membership,
Section 5.
• Conflict of Interest. Any officer
is subject to removal from office pursuant to Article IX. Conflict
of Interest of Directors and Officers.
• Failure to Fulfill Duty. Any officer
is subject to removal from office by a vote of two-thirds of the
Board of Directors for failure to fulfill the duties of office.
Section 6. Reports
The president shall submit to the Board of Directors
an annual report in writing prior to the end of the term of office.
The report shall be communicated to the membership in an appropriate
manner.
Section 7. Vacancies
If the office of president becomes vacant, the
vice president shall immediately accede to the presidency for the
duration of the unexpired term or until a successor is duly chosen
and qualified. If both the president and vice president shall become
unable to perform the duties of their office, the Board of Directors
shall appoint, from the membership of the Board of Directors, a president
pro tempore to serve for the remaining of the unexpired term.
If the office of vice president, treasurer, secretary,
program chair, or membership chair becomes vacant, then the Board
of Directors shall elect from the members of the Board of Directors
a member to fill the unexpired term of the vacant officer position.
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ARTICLE IX. – CONFLICT
OF INTEREST OF DIRECTORS AND OFFICERS
Section 1. General
The directors and officers of the Society shall
administer its affairs honestly and exercise their best care, skill,
and judgement 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 or others.
Acts of directors and officers shall be for the
benefit of the Society in any dealing that may affect the Society
and shall not adversely or improperly influence their actions affecting
the Society or its members.
During their terms of office, directors and officers
shall disclose any existing, or possible, conflict of interest including,
but not limited to employment, activity, investment, or other interest
that might involve obligations that may adversely compete with, or
be in conflict with, the interests of the Society. This disclosure
shall be made at the first Board meeting of each year in writing
as matter of record or when interest becomes a matter of Board action.
Section 2. Disclosure of Conflict of Interest
Each person shall declare any potential conflict
of interest before nomination to office, before appointment to fill
a vacancy in office, prior to the assumption of office, and annually
during the term of office.
Any Board member having a possible conflict of
interest on any matter shall not vote on that matter when it is presented
for Board action. The minutes of the meeting shall reflect that a
disclosure was made and that there was an abstention from voting.
This shall not prevent the Board member from briefly stating a position
on the matter nor from answering pertinent questions of other Board
members because a member's knowledge may be of assistance.
Section 3. Resolution of Conflict of Interest
If a perceived conflict of interest cannot readily
be resolved, the president of the Society shall appoint an ad hoc
conflict of interest committee consisting of three Society members
who are neither officers nor Board members.
The committee will review minutes and written conflict
of interest statements and determine if the individual is in compliance
with the bylaws. If the individual is found by the committee not
to be in compliance, the committee may recommend that the individual
no longer serve as a director, officer, or nominee.
Appeals of adverse decisions of the ad hoc conflict
of interest committee shall be made to the Board of Directors, which
may remove the director from office by a vote of two-thirds for failure
to fulfill this bylaws provision.
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ARTICLE X. – COMMITTEES,
ADVISORY PANELS, AND COUNCILS
Section 1. Executive Committee
The Board of Directors may designate an Executive
Committee of the Board of Directors consisting of the officers of
the Board of Directors and other members that the president may appoint
with the approval of the Board of Directors. If designated, the Executive
Committee shall be authorized to act on behalf of the Board of Directors
between Board meetings.
Section 2. Nominating Committee
• Composition.
The Nominating Committee shall be composed of three members: the
immediate past president and two members of the Board of Directors
appointed by the president. The immediate past president shall serve
as chairperson of the committee. If the immediate past president
position is vacant, then the president shall appoint a third member
of the Board of Directors to both be a member of and chair the Nominating
Committee.
• Duties.
Annually, the Nominating Committee shall solicit nominees and develop
a slate of candidates to fill expiring terms and vacancies on the
Board of Directors.
Section 3. Committees
The president of the Society may appoint standing
committees, ad hoc committees, advisory panels, and task forces with
the approval of the Board of Directors for purposes compatible with
the objectives of the Society. All bodies so appointed shall have
a majority of their membership composed of members of the Society.
The president may appoint the chairpersons of any such bodies except
the chairpersons of program and membership committees whose election
is described elsewhere in these bylaws.
Standing committees shall consist of a program
committee and a membership committee. Specific responsibilities of
the program committee are to plan the programs for all regular meetings
and the annual meeting and including content, speakers and facilitators,
arrangements, and responsible individuals. Specific responsibilities
of the membership committee are to recruit and communicate with prospective
members and to rule on membership eligibility.
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ARTICLE XI. – AMENDMENTS
Amendments to the bylaws may be proposed by a majority
vote of the Board of Directors or by petition of at least ten percent
of the active members in good standing of the society.
These bylaws may be amended by a two-thirds vote
of the members present and voting at any regular meeting of the Society.
Notice of proposed amendments to be considered shall be sent to all
voting members not less than 21 days in advance of the meeting.
January 10, 2000
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