BYLAWS RULES AND REGULATIONS

Of the Indiana Healthcare Executives Network,

an independent chapter of the American College of Healthcare Executives

ARTICLE I  - NAME

Section 1: Name.

The name of the organization shall be the Indiana Healthcare Executives Network, and shall include, for purposes of uniformity, “an independent chapter of the American College of Healthcare Executives”. Hereinafter in these bylaws it will be identified as the "IHEN”. The American College of Healthcare Executives will be identified as “ACHE”.  

ARTICLE II - MISSION ANDAFFILIATION

Section 1: Mission.

The mission of IHEN, in the territory designated by ACHE, is to be the professional membership society for healthcare executives; to introduce executives from various sectors of healthcare, facilitate long term professional relationships, strengthen the healthcare management industry by promoting high ethical standards and conduct among healthcare professionals, communicate healthcare career development and advancement opportunities, promote collaboration and communication in the Indiana healthcare market, provide local educational opportunities for healthcare professionals; and to promote the mission of ACHE.

Section 2: Affiliation with ACHE.

So long as IHEN remains a Chapter of the ACHE, IHEN shall operate in accordance with the ACHE chapter agreement in force at that time.  IHEN Bylaws shall be further enacted as necessary to satisfy any governmental regulations. Any disbursement of funds shall be for services rendered to or for the benefit of the IHEN in meeting its purpose. All such payments shall be made in accordance with the Bylaws.

Section 3: Organizational Identity.

IHEN is a distinct, separate entity from ACHE.   IHEN is therefore responsible for maintaining separate financial records, filing appropriate notices and forms with state and federal authorities, and maintaining necessary insurance coverage except where specific arrangements have been made for ACHE to serve as the IHEN registered agent.  ACHE shall not be liable for the debts and obligations of IHEN.   IHEN shall not be liable for the debts and obligations of ACHE.

ARTICLE III - MEMBERSHIP

Section 1:  Eligibility.

All ACHE affiliates located within the IHEN’s assigned geographic territory shall be members of IHEN. Only ACHE affiliates are eligible to hold membership in the IHEN with the exception of the Emeritus members that were grandfathered in prior to the exclusive agreement with ACHE.

Section 2: Establishment of Membership. 

Membership in IHEN shall become effective for members when ACHE assigns an ACHE affiliate to the IHEN based on the location of the affiliate in accordance with the procedures of ACHE.

Section 3: Categories of Membership.

Membership in this IHEN shall be with the same as the ACHE membership categories in effect from time to time.

Section 4: Resignation.

A member may resign at any time, by providing written notice to ACHE.

ARTICLE IV - DUES AND FEES

Section 1:  Dues.

The IHEN shall not charge dues for membership in the IHEN. Dues shall be charged by and paid to ACHE in accordance with the dues schedule in force at the time.

Section 2:  Nonpayment of Dues.

Membership shall be suspended for nonpayment of dues at a time consistent

with and in accordance with, the policies and procedures of ACHE.

Section 3:  Cancellation

Cancellations for meetings that do not offer Category One CEU credits will be accepted 48 hours prior to the scheduled meeting time and a credit will be given towards a future meeting.  Cancellations less than 48 hours from the meeting and No Shows will not be eligible for credits or refunds.  Cancellations for meetings that offer Category One CEU credits must be made 2 weeks prior to the meeting or sooner if so noted on the flyer, in order to receive a credit or refund. Members that owe past meeting fees are not eligible to register for upcoming meetings until their balance is paid in full. The Executive Director has the right to give credit to members that appeal this policy once a year. The IHEN Board has the right to review special circumstances and make exceptions to this policy. 

ARTICLE V – MEETINGS OF MEMBERS

Section 1:  Meetings of Members.

Regular meetings shall be held no less than four (4) times per annum.  The meeting place shall be determined by the IHEN Board.  The meetings of the IHEN membership shall be conducted in a manner that is not in conflict with these Bylaws or the Articles of Incorporation of the IHEN. 

Section 2:  Business Meetings.

The annual meeting will be held in the Fall and shall serve as the IHEN annual business meeting.  Special meetings may be called any time by the Executive Director. The agenda of the annual meeting shall include an IHEN Advisory Board Report, Nominations and Elections of New IHEN Advisory Board members.

Section 3: Notice of Meetings.

Prior notification as to the agenda, content of the meeting, place, day and hour will be communicated to the members in advance no less than one week before each meeting. 

Section 4: Eligibility to Vote.

Only IHEN members shall have the right to vote. Members may not vote by proxy. The IHEN may utilize any method of voting permitted by law.

Section 5: Quorum.

A quorum for the transaction of business at any members meeting will consist of a majority of the IHEN Board members and a minimum of 5 other active members.  If a quorum exists, business may be conducted by majority vote of those present and eligible to vote.  The Executive Director may e-mail issues for a vote to all active members.  The issue will be decided by a simple majority of responding members once two weeks have passed.

Section 6: Special Business Meetings.

The IHEN Board may call special business meetings. Special business meetings shall be limited to consideration of subjects listed in the official call for such meetings unless otherwise ordered by unanimous consent of the eligible voting members present and voting.

ARTICLE VI – IHEN BOARD OF DIRECTORS

Section 1: Administration.

The administration of IHEN shall be managed by elected directors that will be called the IHEN Board. The IHEN Board shall have authority and responsibilities for supervising the general operation of the IHEN in meeting its mission as stated in Article II. The IHEN Board shall function generally as a policy making and operating body for IHEN. The IHEN Board of Directors shall preside at all meetings of the IHEN as needed and in the absence or disability of the Executive Director, and during the absence or disability of the Executive Director, perform the duties of the Executive Director in the same orders, or such other duties as may be required. The IHEN Board is responsible for establishing the annual goals of the IHEN.   In addition, the IHEN Board of Directors will be responsible for coordinating and developing the program portions of the meetings of the Group.  The IHEN Board shall serve as the Membership Committee of the Group and will be responsible for the retention and recruitment of members.  The IHEN Board of Directors shall also assist in obtaining Group sponsors.   The IHEN Board shall foster and maintain communication with the ACHE as well as other HealthCare Administrative Groups, as deemed necessary.  An audit committee shall consist of two IHEN board members appointed by the IHEN Board. The audit committee shall arrange and supervise an annual audit of the IHEN in accordance with generally accepted accounting principles and practices.

Section 2: Eligibility of Directors.

Directors must be members of IHEN whom have completed one year of membership.

Section 3: Board Composition.

The IHEN Board shall consist of at least five (5) elected Directors and the IHEN Executive Director. In addition, any Regent of ACHE who is a member of the IHEN shall be an ex officio, voting member of the IHEN Board. 

Section 4: Executive Director

The Executive Director is selected by the IHEN Board and functions as an official representative of the Group and may sign on  behalf of the organization, shall have general responsibilities for Group affairs and shall preside at all Group meetings.  The Executive Director serves as the chief executive of the IHEN, and shall serve as liaison with ACHE.

The Executive Director shall be an ex-official member of all committees.  The Executive Director shall execute all official documents of IHEN.  The Executive Director shall see that all notices are duly given in accordance with the provisions of these Bylaws and be custodian of the records.

The Executive Director shall receive and distribute the funds of the IHEN.  The Executive Director shall keep and preserve proper receipts and books of account which shall be reviewed by the IHEN Board and open to inspection by any IHEN member.  The Executive Director shall submit an annual financial report to the IHEN Board.  The Executive Director will obtain IHEN Board approval for any expense over $500.00 and any expense over $50.00 falling in an account code not pre approved by the IHEN Board.

Section 5: IHEN Board Meetings.

Regular meetings of the IHEN Board shall be held at least two (2) times during a year at such time, place, and mode of meetings as the Executive Director may determine. Any 3 other Board members may also call special meetings of the Board.

Section 6: Notice.

Notice of any regular or special meeting of the Board of Directors shall be given to each Director 10 days prior to the meeting, if notice is delivered by U.S. mail, or 5 days prior to the meeting if notice is delivered by facsimile or electronic mail.

Section 7: Quorum.

A simple majority (51%) of the voting members of the IHEN Board shall constitute a quorum for any vote. Issues decided by mail require a response from 51% of all Board members; issues decided at Board meetings require a quorum be present and support from 51% of the attending Board members.

In matters of conflict of interest in which the Board member or Executive Director is the subject, that Director shall not be allowed to vote.

Section 8: Action of the IHEN Board.

Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, the act of a majority of those Directors present in person at a meeting, teleconference call or by other electronic means, at which a quorum is present, shall be the action of the IHEN Board. The IHEN Board may not vote by proxy. In the event of a tie vote, the IHEN Executive Director shall break the tie.

Section 9: Term of Office.

The term of Directors shall commence on January 1st and shall continue for a period of two years, or until replaced by a subsequent election. The terms of Directors shall be staggered such that not all of the Directors shall commence their terms on the same date. Directors may not serve consecutive terms. In the event of a vacancy, the IHEN Board shall appoint an eligible member to fulfill the remainder of the term at its next regularly scheduled meeting.  Directors must evidence their involvement by participating in Board initiatives, mailings, and meetings.  A Director may be replaced if he/she has record of missing two Board voting events.  Directors have the option of voting in person or electronically.  A Director may be removed for other reasons by a three-fourths vote of the remaining Board members.

Section 10: Resignation. Termination, Suspension or Expulsion

A Director may resign at any time, by providing written notice to IHEN. The IHEN Board may suspend or expel any board member for cause after giving such member the opportunity to have a hearing. Membership may be terminated by action of the IHEN Board as a result of violation of the ACHE Code of Ethics, nonconformity with the IHEN Bylaws, or conduct unbecoming a board member, as determined by the IHEN Board.  The IHEN Board may reinstate any board member suspended or expelled.

ARTICLE VII - ELECTIONS

Section 1: Elections for Directors of the IHEN Board.

IHEN Directors shall be elected annually. IHEN Directors shall be elected by a vote of the general membership at the annual business meeting of IHEN. A majority vote of members present shall constitute an election.  The IHEN Board has the authority if desired, to fill Director vacancies that occur mid-year without holding a general membership vote.

Any eligible IHEN member may place his or her name in nomination as a director by submitting such nomination prior to Sept 1st. The IHEN Board shall present a slate of proposed Directors to the members of IHEN electronically, no later than 30 days prior to the meeting at which elections will be held. The final slate shall be presented for election to IHEN members at the IHEN annual business meeting.

ARTICLE VIII – COMMITTEES

Section 1: Local Program Councils.

The IHEN Board may create, establish terms, and appoint IHEN members to local program councils. Such councils shall conduct such IHEN business within a geographic area of the IHEN territory as determined by the IHEN Board, including arranging and sponsoring educational and networking events.

Section 2: Other Committees.

The IHEN Executive Director may, with the concurrence of the IHEN Board of

Directors, establish, specify duties, and appoint IHEN members to other committees as may deemed necessary or advisable for effective administration of the IHEN. Members may serve one year on such committees and may be reappointed.

ARTICLE IX – CONFLICT OF INTEREST

Section 1: General.

The IHEN Board and its Directors shall administer IHEN affairs honestly and

economically and exercise their best care, skill, and judgment for the benefit of the IHEN and ACHE. The IHEN Directors shall exercise the utmost good faith in all transactions relating to their duties for the IHEN. In their dealings with and on behalf of the IHEN, they are held to a strict rule of honest and fair dealings with the IHEN. They shall not use their position, or knowledge gained there from, so that a conflict might arise between the IHEN interest and that of the individual.

Section 2: Disclosure of Conflict of Interest.

Each nominee for a IHEN Board or committee position 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 thereafter. Such a written disclosure shall be made on such form or forms as may be adopted by the IHEN Board for that purpose.

ARTICLE X - AMENDMENTS

Section 1: Amendments.

The Bylaws may be altered or amended by majority vote of the IHEN Board

Section 2: Review of IHEN Bylaws. 

Prior to enactment of modification, IHEN Bylaws will be reviewed and approved by ACHE in accordance with existing policies and procedures. IHEN shall maintain a record of all revisions to the Bylaws, including effective dates. 

ARTICLE XI – DISSOLUTION

Section 1: Dissolution of the IHEN.

The IHEN may be dissolved at any general meeting of the membership by a

three-fourths-majority vote of voting members present, providing such notice of

intent shall have been communicated and provided each voting member at least

30 days prior to the meeting where such dissolution vote is taken.

Section 2: IHEN Assets.

In the event of the dissolution of the IHEN, all assets remaining after the settlement of any IHEN debts and obligations shall be distributed in accordance with the United States Internal Revenue Service Code governing dissolution of Non-Profit, Tax exempt or For-Profit corporations.

ARTICLE XII – MISCELLANEOUS PROVISIONS

Section 1: Execution of Contracts.

The IHEN Board may authorize any agent to enter into any contract or execute any instrument in the name of, and on behalf of, the IHEN , and such authority may be general or limited to specific instances. No Officer, agent, or employee shall have any power or authority to bind or obligate the IHEN by any commitment, contract, or engagement, or to pledge its credits to render it liable for any purpose or in any amount unless dully authorized by the IHEN Board.

Section 2: Fiscal Year.

The fiscal year of the IHEN shall commence on January 1st of each calendar year.

Section 3: Effect of Bylaws.

These Bylaws are in all respects subordinate to, and shall be controlled by, applicable provisions of the corporate laws (profit or non-profit) of the State, other applicable laws, and the Articles of Incorporation of the IHEN. Except as these Bylaws may be inconsistent with such laws and Articles, they shall regulate the conduct of the business and affairs of the IHEN with respect to all matters to which they relate.

Section 4: Severability.

If any portion of these Bylaws are held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

  Bylaws Established May, 2001

  Amended November 2003

  Amended Jan 2004

  Amended May 2005

  Amended August 2006

  Amended Feb 2007

  Amended May 2007

  Amended Sept 2008