Bylaws
By-Laws 2013
BYLAWS OF THE
CENTRAL NEW YORK SOCIETY
FOR HEALTHCARE ENGINEERING
FOR HEALTHCARE ENGINEERING
ARTICLE I – NAME
This society shall be known as the Central New York Society for Healthcare Engineering (herein referred to as the Society or CNYSHE).
ARTICLE II – ORGANIZATION
The Society is organized exclusively for charitable, scientific, and educational purposes. It shall be so conducted that no part of the Society’s income and earnings shall go to the benefit of any member, Officer, or other individual. Upon dissolution, any Society assets remaining after payment of just debts shall be given to ASHE. The purpose of the Society is to provide an organized structure at the local level for members and others in the fields of healthcare facilities management and engineering to enable them to work together on problems of interest; to conduct educational programs; to serve as a resource to the related healthcare associations; to provide channels of communication between the Society and ASHE; and to promote the purposes of, and membership in, the Society.
ARTICLE III – MEMBERSHIP
Eligibility
Membership in the following categories is available to individuals who support the Society’s mission, goals and objectives:
Professional Active Member -Professional Active Membership in the Society shall be available to those individuals who are actively employed in or by healthcare-related facilities (those that provide patient care), and who have responsibility in healthcare facility operations (e.g., facilities management, plant engineering, design/construction, security, safety, clinical engineering, and telecommunications). Professional Active Members may vote, hold office, and serve on committees.
Associate Member-Associate Membership in the Society shall be available to those individuals or representatives that provide professional, technical and/or consulting services or sell products or services to Professional Active Members, but whose employers are not healthcare providers (providing patient care). Qualifying members include planners, consultants, architects, interior designers, consulting engineers, manufacturers, vendors, sellers of contracted services, and federal, state, and local healthcare facilities inspectors. Associate Members may vote, hold office, be eligible for scholarship funds, and serve on committees. However, Society membership must be managed so as no more than 50% of total memberships are Associate Members at any time
Retiree
Those persons having been a member (professional active or associate) of the Central New York Society of Healthcare Engineers, having been in good standing for the last three years and are now retired from the healthcare community. Those persons will maintain the same rights as the professional active or associate from which they retired.
A request for Retiree status should be submitted in writing prior to the Annual Banquet for approval by Executive Board. Membership fees will still be the responsibility of the retiree.
Establishment of Membership
Membership in the Society shall become effective upon receipt of an application by the Society’s Treasurer followed by approval from the chapter President. The individual must be qualified by one of two ways as stated above in the membership descriptions.
Transfer of Membership
Membership in the Society shall not be transferable to another person. Members who change employment affiliation so that reclassification of membership type is required shall give the Society’s President written notice within 60 days of such change and shall have their membership changed to the appropriate membership type. An Associate Membership can be transferred to another individual with executive board of approval upon termination or resignation from the associated member’s company or corporation.
Termination of Membership
(a) Resignation: A member may at any time file a resignation from the Society in writing with the Society’s President.
(b) Suspension or Expulsion: The Society’s Executive Board may suspend or expel any member for cause at any time, after giving such member the opportunity for a hearing before the Board. Such hearing shall be conducted in a manner similar to the hearing procedure established by the regulations of the ASHE and provides the member due process. Any member suspended or expelled may be reinstated by the affirmative vote of a majority of the members of the Executive Board present and voting. For purposes of this subparagraph, the term “for cause” shall include, but not be limited to, any of the following:
(1) Any violation of these bylaws.
(2) Any conduct on the part of a member which is prejudicial to the interests and welfare of the Society and its members.
(c) Loss of Eligibility.
Membership of any person who, because of change of position or employment, is no longer eligible for membership in the Society shall be automatically terminated at the end of the term for which dues have been paid. The Executive Board has the right to consider the grace period for special circumstances.
(d) Nonpayment of Dues.
Membership of any person who is 90 days in arrears in the payment of annual dues will be automatically terminated.
Benefits of Membership
All professional members shall be entitled to access any resources, organizations, or other Health care related benefits and materials assigned to or provided by CNYSHE
Educational scholarships will be awarded as funding allows to any eligible Professional or Associate Member who meets the criteria described below. Emphasis on funding attendance to the ASHE Annual Convention will be first priority.
Sources for scholarships will be from vendor sponsorships, dues and other fundraising events approved by the CNYSHE Board.
To qualify for use of scholarship funds for educational purposes a professional or associate member must meet all of the following criteria:
Attend 7 scheduled monthly meetings per year
Actively participate on a CNYSHE committee
Request in writing to the CNYSHE President a letter stating the educational benefit to the attendee and the CNYSHE membership. The letter should be sent at least 60 days prior to the requested event.
CNYSHE Board members are exempt from item #3 and will be given first consideration for scholarship funding.
ARTICLE IV – DUES
Dues of the Society shall be as approved by the Executive Board of the Society. No portion of the dues paid by any member shall be refundable because of termination or change of membership. 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 Executive Board. Dues are currently $35.00 per year for Professional Members only. Associate Member dues are described in Article V.
Collection of dues will be required at the time of registration for new members and by the first society meeting in January for existing members. Associate members joining the chapter mid-year will pay full dues and be prorated for the next consecutive year.
ARTICLE V- ASSOCIATE MEMBERSHIPS
Memberships are available to all Healthcare related vendors at the following levels:
Gold $1000.00 / year– includes (5) Associate memberships, logo placement on CNYSHE website, link on CNYSHE website, verbal recognition at all CNYSHE meetings
Silver $500.00 / year - includes (3) Associate memberships, placement of logo on CNYSHE Website, link on CNYSHE website
Bronze $250.00 – includes (2) Associate memberships, text link on CNYSHE website
Associate Member Individual - $100.00 / year
For the purpose of counting the number of ASHE Memberships within the organization, Gold, Silver, and Bronze memberships will be recognized as 1 CNYSHE member unless the members within the sponsorship are current registered ASHE members.
ARTICLE VI – FISCAL RESPONSIBILTY
CNYSHE Board Members shall meet at least (3) times per year to discuss the financial position of the Society. The Society treasurer shall meet at least once per year with a certified accountant approved by the Executive board. The selected accountant shall review and maintain all required IRS records for CNYSHE. Reviews of the accountant reports and recommendations shall be performed by the Executive board upon receipt.
Annual budgets shall be prepared and submitted to the membership for approval at the annual meeting each year.
ARTICLE VII – MEETINGS
Annual Meeting
Society members shall meet at least annually for the transaction of the affairs of the Society.
Special Meetings
Special meetings may be called by the Society’s Executive Board. 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 Society’s Executive Board present and voting.
Notice of Meetings
The Society’s Secretary shall notify the membership by mail or email of the annual or any special meeting no less than 14 days prior to the date of the meeting.
Order of Meetings
The Society shall adopt regulations for conducting meetings in accordance with Robert’s Rules of Order, which will prevail as the regulation for the order of business.
Voting
Each Active, or Associate member of the Society who is present at the meetings and in good standing shall be entitled to one vote. Proxy voting shall not be permitted.
Quorum
A quorum at any annual or special business meeting shall consist of no less than 10 percent of eligible Society voting members based on the number of members as of September 30 of the preceding calendar year or 2 officers plus 3 additional members.
ARTICLE VIII – Executive Officers
Eligibility
Any active members of the Society who is in compliance with all provisions of these bylaws, and has been a member of the Society for two or more years, shall be eligible to serve on the Society’s Executive Board. However, no more than 50% of the executive officers may be Associate members.
Composition
There shall be an Executive Board composed of 5 members: the president, vice-president, secretary, treasurer, and the past President for a (2) year period that can be renewed by the acting President.
.
(a) The President shall act as Chairman of the Executive Board.
Election and Term
(a) Election.
The election of Officers shall be conducted by vote held at the annual meeting. The Society’s President or designee shall tabulate the votes. Results of the votes shall be published in the minutes of the annual meeting, which are to be sent to all active members. In the event of a tie vote, the nominee with the most years of continuous membership in the Society shall be declared the winner.
(b) Term.
Executive Officers shall serve for a term of two years. All terms will begin on January 1st and expire on December 31st of the second year of the term or until the nomination and election process has been completed by the chapter.
Forfeiture of and Removal from Office
Directors shall automatically forfeit their office if they lose eligibility for or are expelled from membership pursuant to Article III, Section 4. Directors are subject to removal from office for failure to fulfill the duties of office pursuant to Article VIII Section 3, or by a vote of three-fourths of the Society’s Executive Board.
Powers
The Society’s Executive Board shall have the responsibility to determine the Society’s mission, goals and objectives and to develop the strategic and financial plans to achieve them. The Executive Board shall approve standing and ad hoc committees in line with the Society’s objectives and shall consider the recommendations of these committees.
The Executive Board shall evaluate itself and the effectiveness of the Society’s President based on the strategic and financial goals. The actions of the Executive Board shall at all times be in conformity with the bylaws of the Society and the Association.
Vacancies
Should a vacancy occur on the Executive Board, other than the office of the President, the President, with the approval of the Executive Board, shall appoint the nominee receiving the next highest number of votes in the previous election to complete the unexpired term. In the event that the nominee is unable or unwilling to accept such appointment, the President, with the approval of the Executive Board, shall appoint an eligible member to complete the unexpired term.
Meetings
The Executive Board shall meet not less than three times a year. The President with the approval of the Executive Board may call additional meetings.
ARTICLE IX– OFFICERS
Eligibility
Only Professional Active Members who are in compliance with all provisions of the bylaws, and who have served a minimum of one complete term on the Executive Board or 3 years as an active member, shall be eligible for the elective office of President in the Society.
Officers
The officers of the Society shall be the President, the Vice President, the Secretary and Treasurer.
Election and Term
(a) Officers shall serve a one calendar-year term starting January 1, and ending December 31st of the second year..
(b) Candidates may not run for more than one office in each Society election.
(c) The election of Society officers shall be conducted by nominations of the voting members of the Society not less than 30 days prior to the end of the calendar year. The Society’s President or his/her designee shall tabulate the votes.
(d) The nominee(s) receiving the highest number of votes shall elected. In the event of a tie vote, the nominee with the most years of continuous membership in the Society shall be declared the winner.
(e) The results of the election shall be communicated to the membership through the Society’s newsletter or other appropriate publications.
Forfeiture of and Removal from Office
Officers shall automatically forfeit their office if they lose eligibility or are expelled from membership pursuant to Article III, Section 4. Officers are subject to removal from office for failure to fulfill the duties of office pursuant to Article VIII or by three-fourths vote of the Society’s the Executive Board.
Duties
The President of the Society shall act as chairman of the Executive Board and shall preside at all meetings of the Executive Board. The President and Vice President shall attend an annual meeting. The Vice President shall serve as an ex-officio member of all committees. The Vice President shall perform the duties of the office of the President whenever the President is unable to do so.
Vacancies
If the office of President becomes vacant, the Vice President shall immediately accede to the presidency for the duration of the unexpired term and shall continue to serve as President for the subsequent term. If the office of Vice President becomes vacant, the person who received the next highest number of votes in the previous election for Vice President shall become Vice President.
However, if the office of President and Vice President become vacant, then an election from the sitting Executive Board will be made to fulfill the remainder of the terms. The member(s) elected as an interim Officer shall be considered to have completed their term of office as a Board member and will be eligible to be nominated as President or Vice President. At the Society’s next regular election, a Vice President shall be elected in accordance with the provisions of these bylaws.
Duties of Society’s President
The Society’s President or designee shall: attend all Society and Executive Board meetings; maintain the official Society minutes and records; and act as a liaison between the Society and ASHE. The Society’s President is responsible for the Society’s day-to-day business operations, including fiscal management of the Society’s budget, and efficient and effective utilization of staff resources.
Duties of the Society’s Vice President
The Society’s Vice president or designee shall: attend all Society and Executive Board meetings; and perform the duties of the President in his or her absence.
Duties of the Secretary
The Society’s Secretary or designee shall: attend all Society and Executive Board meetings; take meeting minutes, distribute those minutes to the membership; and notify members of all Society meetings.
Duties of the Treasurer
The Society’s Treasurer or designee shall: attend all Society and Executive Board meetings; account for and manage the Society’s funds; and provide a monthly status of funds report.
ARTICLE X – CONFLICT OF INTEREST OF DIRECTORS AND OFFICERS
General
The Society’s Officers shall administer its affairs honestly and economically and exercise their best care, skill, and judgment for the benefit of the Society.
The 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, ethical and fair dealing with the Society. They shall not use their position, or knowledge gained there from, so that a conflict might arise between the Society’s interest and that of the individual.
All acts of the Society’s Executive Board and Officers shall be for the greatest benefit of the Society in any dealing that may affect the Society. The Officers shall not accept any favor that might adversely or improperly influence their actions affecting the Society or its members.
During their terms of office, Officers shall promptly make full disclosure to the Executive Committee of any existing or new employment, activity, investment, or other interests that might involve obligations that may adversely compete with, or be in conflict with, the interests of the Society.
Disclosure of Conflict of Interest
Each Society Officer, or nominee for Officer 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 during the term of office.
Resolution of Conflict of Interest
(a) Upon disclosure of a conflict of interest or a challenge on that basis, any Officer shall resolve such conflict in a manner consistent with that provided in the Association’s Guidelines for Resolution of Conflicts of Interest in Health Care Institutions or the Association’s policy on conflicts of interest for its trustees, officers, and employees, or by any other ethical manner.
(b) Any Officer who fails to make written disclosure, or is found to have an unresolved conflict of interest that does or will substantially impair faithful and diligent performance of the duties of office, shall be removed from office.
(c) Conflict of interest forms shall be delivered to an ad hoc committee appointed by the Society’s Executive Board for review and decision. Appeal of adverse decisions shall be made directly to the Executive Board. Any Officers who have an interest in the conflict shall not participate in the appeal decision.
(d) In the event the ad hoc committee determines the conflict is serious enough to jeopardize the interests and welfare of the Society, the Officer may be suspended immediately pending final review by the Executive Board.
ARTICLE XI – COMMITTEES
There shall be standing committees and task forces as may be established and appointed by the Vice President and approved by the Society’s Executive Board from among the Society’s members. All Society committees and task forces shall be composed of a majority of Society members and a member of the Society shall chair all committees. The President of the Society may establish or amend committees or task forces during his/her term in office.
ASHE Affiliation Agreement
The Society shall strive to be a local affiliated chapter of the American Society for Healthcare Engineering (ASHE.) Affiliation must be approved by the Executive Board of the Society and signed by the President of the Society. Either party upon written notice may terminate the affiliation agreement. At the time of affiliation, CNYSHE is strongly encouraged to have at least 25% of its members in common with ASHE. CNYSHE should have a program in place promoting increased membership in the Society so that the number of common members continues to be as many as possible. After being granted affiliation, CNYSHE shall continue to demonstrate that their interests are in the fields of healthcare facilities management and engineering, that they continue to operate under applicable bylaws, and that their governing Executive Board actively supports the Society’s goals. Further, it is strongly advised that the chapter President and Vice President be members of ASHE.
ASHE Affiliation as a Distinct Legal Entity
CNYSHE is not an extension or part of ASHE but rather a distinct legal entity; therefore, responsible for maintaining its own financial records, filing appropriate notices and forms with state and federal income tax authorities, maintaining necessary insurance coverage, and so forth.
ARTICLE XII – AMENDMENTS
These bylaws may be amended by a majority vote of those eligible members responding within 7 days to a ballot. Amendments to the bylaws may be proposed by petition of at least 5 members of the Society in good standing. Amendments so proposed shall be filed with the Society’s President at least 30 days prior to the annual meeting.
Updated, Reviewed and Approved December 5, 2013
BYLAWS OF THE
CENTRAL NEW YORK SOCIETY
FOR HEALTHCARE ENGINEERING
FOR HEALTHCARE ENGINEERING
ARTICLE I – NAME
This society shall be known as the Central New York Society for Healthcare Engineering (herein referred to as the Society or CNYSHE).
ARTICLE II – ORGANIZATION
The Society is organized exclusively for charitable, scientific, and educational purposes. It shall be so conducted that no part of the Society’s income and earnings shall go to the benefit of any member, Officer, or other individual. Upon dissolution, any Society assets remaining after payment of just debts shall be given to ASHE. The purpose of the Society is to provide an organized structure at the local level for members and others in the fields of healthcare facilities management and engineering to enable them to work together on problems of interest; to conduct educational programs; to serve as a resource to the related healthcare associations; to provide channels of communication between the Society and ASHE; and to promote the purposes of, and membership in, the Society.
ARTICLE III – MEMBERSHIP
Eligibility
Membership in the following categories is available to individuals who support the Society’s mission, goals and objectives:
Professional Active Member -Professional Active Membership in the Society shall be available to those individuals who are actively employed in or by healthcare-related facilities (those that provide patient care), and who have responsibility in healthcare facility operations (e.g., facilities management, plant engineering, design/construction, security, safety, clinical engineering, and telecommunications). Professional Active Members may vote, hold office, and serve on committees.
Associate Member-Associate Membership in the Society shall be available to those individuals or representatives that provide professional, technical and/or consulting services or sell products or services to Professional Active Members, but whose employers are not healthcare providers (providing patient care). Qualifying members include planners, consultants, architects, interior designers, consulting engineers, manufacturers, vendors, sellers of contracted services, and federal, state, and local healthcare facilities inspectors. Associate Members may vote, hold office, be eligible for scholarship funds, and serve on committees. However, Society membership must be managed so as no more than 50% of total memberships are Associate Members at any time
Retiree
Those persons having been a member (professional active or associate) of the Central New York Society of Healthcare Engineers, having been in good standing for the last three years and are now retired from the healthcare community. Those persons will maintain the same rights as the professional active or associate from which they retired.
A request for Retiree status should be submitted in writing prior to the Annual Banquet for approval by Executive Board. Membership fees will still be the responsibility of the retiree.
Establishment of Membership
Membership in the Society shall become effective upon receipt of an application by the Society’s Treasurer followed by approval from the chapter President. The individual must be qualified by one of two ways as stated above in the membership descriptions.
Transfer of Membership
Membership in the Society shall not be transferable to another person. Members who change employment affiliation so that reclassification of membership type is required shall give the Society’s President written notice within 60 days of such change and shall have their membership changed to the appropriate membership type. An Associate Membership can be transferred to another individual with executive board of approval upon termination or resignation from the associated member’s company or corporation.
Termination of Membership
(a) Resignation: A member may at any time file a resignation from the Society in writing with the Society’s President.
(b) Suspension or Expulsion: The Society’s Executive Board may suspend or expel any member for cause at any time, after giving such member the opportunity for a hearing before the Board. Such hearing shall be conducted in a manner similar to the hearing procedure established by the regulations of the ASHE and provides the member due process. Any member suspended or expelled may be reinstated by the affirmative vote of a majority of the members of the Executive Board present and voting. For purposes of this subparagraph, the term “for cause” shall include, but not be limited to, any of the following:
(1) Any violation of these bylaws.
(2) Any conduct on the part of a member which is prejudicial to the interests and welfare of the Society and its members.
(c) Loss of Eligibility.
Membership of any person who, because of change of position or employment, is no longer eligible for membership in the Society shall be automatically terminated at the end of the term for which dues have been paid. The Executive Board has the right to consider the grace period for special circumstances.
(d) Nonpayment of Dues.
Membership of any person who is 90 days in arrears in the payment of annual dues will be automatically terminated.
Benefits of Membership
All professional members shall be entitled to access any resources, organizations, or other Health care related benefits and materials assigned to or provided by CNYSHE
Educational scholarships will be awarded as funding allows to any eligible Professional or Associate Member who meets the criteria described below. Emphasis on funding attendance to the ASHE Annual Convention will be first priority.
Sources for scholarships will be from vendor sponsorships, dues and other fundraising events approved by the CNYSHE Board.
To qualify for use of scholarship funds for educational purposes a professional or associate member must meet all of the following criteria:
Attend 7 scheduled monthly meetings per year
Actively participate on a CNYSHE committee
Request in writing to the CNYSHE President a letter stating the educational benefit to the attendee and the CNYSHE membership. The letter should be sent at least 60 days prior to the requested event.
CNYSHE Board members are exempt from item #3 and will be given first consideration for scholarship funding.
ARTICLE IV – DUES
Dues of the Society shall be as approved by the Executive Board of the Society. No portion of the dues paid by any member shall be refundable because of termination or change of membership. 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 Executive Board. Dues are currently $35.00 per year for Professional Members only. Associate Member dues are described in Article V.
Collection of dues will be required at the time of registration for new members and by the first society meeting in January for existing members. Associate members joining the chapter mid-year will pay full dues and be prorated for the next consecutive year.
ARTICLE V- ASSOCIATE MEMBERSHIPS
Memberships are available to all Healthcare related vendors at the following levels:
Gold $1000.00 / year– includes (5) Associate memberships, logo placement on CNYSHE website, link on CNYSHE website, verbal recognition at all CNYSHE meetings
Silver $500.00 / year - includes (3) Associate memberships, placement of logo on CNYSHE Website, link on CNYSHE website
Bronze $250.00 – includes (2) Associate memberships, text link on CNYSHE website
Associate Member Individual - $100.00 / year
For the purpose of counting the number of ASHE Memberships within the organization, Gold, Silver, and Bronze memberships will be recognized as 1 CNYSHE member unless the members within the sponsorship are current registered ASHE members.
ARTICLE VI – FISCAL RESPONSIBILTY
CNYSHE Board Members shall meet at least (3) times per year to discuss the financial position of the Society. The Society treasurer shall meet at least once per year with a certified accountant approved by the Executive board. The selected accountant shall review and maintain all required IRS records for CNYSHE. Reviews of the accountant reports and recommendations shall be performed by the Executive board upon receipt.
Annual budgets shall be prepared and submitted to the membership for approval at the annual meeting each year.
ARTICLE VII – MEETINGS
Annual Meeting
Society members shall meet at least annually for the transaction of the affairs of the Society.
Special Meetings
Special meetings may be called by the Society’s Executive Board. 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 Society’s Executive Board present and voting.
Notice of Meetings
The Society’s Secretary shall notify the membership by mail or email of the annual or any special meeting no less than 14 days prior to the date of the meeting.
Order of Meetings
The Society shall adopt regulations for conducting meetings in accordance with Robert’s Rules of Order, which will prevail as the regulation for the order of business.
Voting
Each Active, or Associate member of the Society who is present at the meetings and in good standing shall be entitled to one vote. Proxy voting shall not be permitted.
Quorum
A quorum at any annual or special business meeting shall consist of no less than 10 percent of eligible Society voting members based on the number of members as of September 30 of the preceding calendar year or 2 officers plus 3 additional members.
ARTICLE VIII – Executive Officers
Eligibility
Any active members of the Society who is in compliance with all provisions of these bylaws, and has been a member of the Society for two or more years, shall be eligible to serve on the Society’s Executive Board. However, no more than 50% of the executive officers may be Associate members.
Composition
There shall be an Executive Board composed of 5 members: the president, vice-president, secretary, treasurer, and the past President for a (2) year period that can be renewed by the acting President.
.
(a) The President shall act as Chairman of the Executive Board.
Election and Term
(a) Election.
The election of Officers shall be conducted by vote held at the annual meeting. The Society’s President or designee shall tabulate the votes. Results of the votes shall be published in the minutes of the annual meeting, which are to be sent to all active members. In the event of a tie vote, the nominee with the most years of continuous membership in the Society shall be declared the winner.
(b) Term.
Executive Officers shall serve for a term of two years. All terms will begin on January 1st and expire on December 31st of the second year of the term or until the nomination and election process has been completed by the chapter.
Forfeiture of and Removal from Office
Directors shall automatically forfeit their office if they lose eligibility for or are expelled from membership pursuant to Article III, Section 4. Directors are subject to removal from office for failure to fulfill the duties of office pursuant to Article VIII Section 3, or by a vote of three-fourths of the Society’s Executive Board.
Powers
The Society’s Executive Board shall have the responsibility to determine the Society’s mission, goals and objectives and to develop the strategic and financial plans to achieve them. The Executive Board shall approve standing and ad hoc committees in line with the Society’s objectives and shall consider the recommendations of these committees.
The Executive Board shall evaluate itself and the effectiveness of the Society’s President based on the strategic and financial goals. The actions of the Executive Board shall at all times be in conformity with the bylaws of the Society and the Association.
Vacancies
Should a vacancy occur on the Executive Board, other than the office of the President, the President, with the approval of the Executive Board, shall appoint the nominee receiving the next highest number of votes in the previous election to complete the unexpired term. In the event that the nominee is unable or unwilling to accept such appointment, the President, with the approval of the Executive Board, shall appoint an eligible member to complete the unexpired term.
Meetings
The Executive Board shall meet not less than three times a year. The President with the approval of the Executive Board may call additional meetings.
ARTICLE IX– OFFICERS
Eligibility
Only Professional Active Members who are in compliance with all provisions of the bylaws, and who have served a minimum of one complete term on the Executive Board or 3 years as an active member, shall be eligible for the elective office of President in the Society.
Officers
The officers of the Society shall be the President, the Vice President, the Secretary and Treasurer.
Election and Term
(a) Officers shall serve a one calendar-year term starting January 1, and ending December 31st of the second year..
(b) Candidates may not run for more than one office in each Society election.
(c) The election of Society officers shall be conducted by nominations of the voting members of the Society not less than 30 days prior to the end of the calendar year. The Society’s President or his/her designee shall tabulate the votes.
(d) The nominee(s) receiving the highest number of votes shall elected. In the event of a tie vote, the nominee with the most years of continuous membership in the Society shall be declared the winner.
(e) The results of the election shall be communicated to the membership through the Society’s newsletter or other appropriate publications.
Forfeiture of and Removal from Office
Officers shall automatically forfeit their office if they lose eligibility or are expelled from membership pursuant to Article III, Section 4. Officers are subject to removal from office for failure to fulfill the duties of office pursuant to Article VIII or by three-fourths vote of the Society’s the Executive Board.
Duties
The President of the Society shall act as chairman of the Executive Board and shall preside at all meetings of the Executive Board. The President and Vice President shall attend an annual meeting. The Vice President shall serve as an ex-officio member of all committees. The Vice President shall perform the duties of the office of the President whenever the President is unable to do so.
Vacancies
If the office of President becomes vacant, the Vice President shall immediately accede to the presidency for the duration of the unexpired term and shall continue to serve as President for the subsequent term. If the office of Vice President becomes vacant, the person who received the next highest number of votes in the previous election for Vice President shall become Vice President.
However, if the office of President and Vice President become vacant, then an election from the sitting Executive Board will be made to fulfill the remainder of the terms. The member(s) elected as an interim Officer shall be considered to have completed their term of office as a Board member and will be eligible to be nominated as President or Vice President. At the Society’s next regular election, a Vice President shall be elected in accordance with the provisions of these bylaws.
Duties of Society’s President
The Society’s President or designee shall: attend all Society and Executive Board meetings; maintain the official Society minutes and records; and act as a liaison between the Society and ASHE. The Society’s President is responsible for the Society’s day-to-day business operations, including fiscal management of the Society’s budget, and efficient and effective utilization of staff resources.
Duties of the Society’s Vice President
The Society’s Vice president or designee shall: attend all Society and Executive Board meetings; and perform the duties of the President in his or her absence.
Duties of the Secretary
The Society’s Secretary or designee shall: attend all Society and Executive Board meetings; take meeting minutes, distribute those minutes to the membership; and notify members of all Society meetings.
Duties of the Treasurer
The Society’s Treasurer or designee shall: attend all Society and Executive Board meetings; account for and manage the Society’s funds; and provide a monthly status of funds report.
ARTICLE X – CONFLICT OF INTEREST OF DIRECTORS AND OFFICERS
General
The Society’s Officers shall administer its affairs honestly and economically and exercise their best care, skill, and judgment for the benefit of the Society.
The 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, ethical and fair dealing with the Society. They shall not use their position, or knowledge gained there from, so that a conflict might arise between the Society’s interest and that of the individual.
All acts of the Society’s Executive Board and Officers shall be for the greatest benefit of the Society in any dealing that may affect the Society. The Officers shall not accept any favor that might adversely or improperly influence their actions affecting the Society or its members.
During their terms of office, Officers shall promptly make full disclosure to the Executive Committee of any existing or new employment, activity, investment, or other interests that might involve obligations that may adversely compete with, or be in conflict with, the interests of the Society.
Disclosure of Conflict of Interest
Each Society Officer, or nominee for Officer 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 during the term of office.
Resolution of Conflict of Interest
(a) Upon disclosure of a conflict of interest or a challenge on that basis, any Officer shall resolve such conflict in a manner consistent with that provided in the Association’s Guidelines for Resolution of Conflicts of Interest in Health Care Institutions or the Association’s policy on conflicts of interest for its trustees, officers, and employees, or by any other ethical manner.
(b) Any Officer who fails to make written disclosure, or is found to have an unresolved conflict of interest that does or will substantially impair faithful and diligent performance of the duties of office, shall be removed from office.
(c) Conflict of interest forms shall be delivered to an ad hoc committee appointed by the Society’s Executive Board for review and decision. Appeal of adverse decisions shall be made directly to the Executive Board. Any Officers who have an interest in the conflict shall not participate in the appeal decision.
(d) In the event the ad hoc committee determines the conflict is serious enough to jeopardize the interests and welfare of the Society, the Officer may be suspended immediately pending final review by the Executive Board.
ARTICLE XI – COMMITTEES
There shall be standing committees and task forces as may be established and appointed by the Vice President and approved by the Society’s Executive Board from among the Society’s members. All Society committees and task forces shall be composed of a majority of Society members and a member of the Society shall chair all committees. The President of the Society may establish or amend committees or task forces during his/her term in office.
ASHE Affiliation Agreement
The Society shall strive to be a local affiliated chapter of the American Society for Healthcare Engineering (ASHE.) Affiliation must be approved by the Executive Board of the Society and signed by the President of the Society. Either party upon written notice may terminate the affiliation agreement. At the time of affiliation, CNYSHE is strongly encouraged to have at least 25% of its members in common with ASHE. CNYSHE should have a program in place promoting increased membership in the Society so that the number of common members continues to be as many as possible. After being granted affiliation, CNYSHE shall continue to demonstrate that their interests are in the fields of healthcare facilities management and engineering, that they continue to operate under applicable bylaws, and that their governing Executive Board actively supports the Society’s goals. Further, it is strongly advised that the chapter President and Vice President be members of ASHE.
ASHE Affiliation as a Distinct Legal Entity
CNYSHE is not an extension or part of ASHE but rather a distinct legal entity; therefore, responsible for maintaining its own financial records, filing appropriate notices and forms with state and federal income tax authorities, maintaining necessary insurance coverage, and so forth.
ARTICLE XII – AMENDMENTS
These bylaws may be amended by a majority vote of those eligible members responding within 7 days to a ballot. Amendments to the bylaws may be proposed by petition of at least 5 members of the Society in good standing. Amendments so proposed shall be filed with the Society’s President at least 30 days prior to the annual meeting.
Updated, Reviewed and Approved December 5, 2013