Chapter Bylaws

American College of Healthcare Executives
SOUTH CAROLINA ACHE CHAPTER BYLAWS

BYLAWS
of the
South Carolina ACHE Chapter, an independent chapter of the
American College of Healthcare Executives

ARTICLE I – NAME

Section 1: Name.
The name of the Chapter shall be South Carolina ACHE Chapter, 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 “Chapter”. The American College of Healthcare Executives will be identified as “ACHE”.

ARTICLE II – MISSION AND AFFILIATION

Section 1: Mission and Vision.
The mission of the Chapter is to increase ACHE membership, to promote high ethical standards and to provide local career development opportunities through service, education, and networking in the territory designated by ACHE. The vision of the Chapter is to be South Carolina’s premier professional society dedicated to advancing healthcare leadership and management excellence.

Section 2: Affiliation with ACHE.
So long as this Chapter remains a Chapter of the ACHE, the Chapter shall operate in accordance with the ACHE Criteria for Chapter Status. Chapter 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 Chapter in meeting its purpose. All such payments shall be made in accordance with the Bylaws.

Section 3: Organizational Identity.
The Chapter is a distinct, separate entity from ACHE. The Chapter is therefore responsible for maintaining the chapter’s financial records, filing appropriate notices and forms with state and federal authorities, and maintaining necessary insurance coverage for the Chapter except where specific arrangements have been made for ACHE to serve as the Chapter’s registered agent. ACHE shall not be liable for the debts and obligations of the Chapter. The Chapter shall not be liable for the debts and obligations of ACHE.

ARTICLE III – MEMBERSHIP

Section 1: Eligibility.
All ACHE affiliates located within the chapter’s assigned geographic territory shall be members of the Chapter. Only ACHE affiliates are eligible to hold membership in the Chapter.

Section 2: Establishment of Membership.
Membership in the Chapter shall become effective when ACHE assigns an affiliate to the chapter based on the location or request of the affiliate in accordance with procedures of the ACHE.

Section 3: Types of Membership.
Membership in this Chapter shall be consistent with 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

Section 1: Dues.
The Chapter shall not charge dues for membership in the Chapter. 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 by ACHE for nonpayment of dues at a time consistent with and in accordance with, the policies and procedures of ACHE.

ARTICLE V – MEETINGS OF MEMBERS

Section 1: Meetings of Members.
The meetings of the Chapter membership shall be conducted in accord with Robert’s Rules of Order Newly Revised (latest edition) when such rules are not in conflict with these Bylaws or the Articles of Incorporation of the Chapter.

Section 2: Business Meetings.
The Chapter shall conduct an annual business meeting and such other meetings of members as determined by the Chapter Board.

Section 3: Notice of Meetings.
Written notice stating the place, day and hour of the meeting shall be delivered to each member of record entitled to vote at such meeting, not less than 5 or more than 60 days before the date of the meeting, by or at the direction of the president, or the secretary/treasurer.

Section 4: Eligibility to Vote.
Only Chapter members shall have the right to vote. Members may not vote by proxy. The Chapter may utilize any method of voting permitted by law.

Section 5: Quorum.
A quorum shall consist of a majority of the Chapter Board and a minimum of five other active members.

Section 6: Special Business Meetings.
The Chapter 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 – CHAPTER BOARD OF DIRECTORS

Section 1: Administration.
The administration of this Chapter shall be managed by elected officers and directors that will be called the Chapter Board. The Chapter Board shall have authority and responsibilities for supervising the general operation of the Chapter Board in meeting its mission as stated in Article II.

Section 2: Eligibility of Directors.
Directors must be members of the Chapter who have completed one year of membership.

Section 3: Eligibility of Officers.
Officers must be members of the Chapter who have completed at least one year as a Director. Officers must also be Fellows of the American College of Healthcare Executives.

Section 4: Board Composition.
The Chapter Board shall consist of at least three (3) elected Officers, as specified in Article VI, section 10, and at least two (2) elected Directors from each of the following geographic areas of South Carolina: upstate, midlands, and low country. The Chapter Past President, Directors of the USC and MUSC MHA programs, the three LPC Chairpersons, the Chairpersons of all standing committeess who are not elected Board members, along with the President of SCHA (or his designee) shall be ex-officio, voting members of the Board. In addition, the ACHE Regent and immediate past Regent will automatically be ex-officio, voting members of the Board. Ex-Officio members of the Board shall abstain from voting on any issues regarding disbursement of funds to their (or similar) organization.

Section 5: Chapter Board Meetings.
Regular meetings of the Chapter Board shall be held at least two (2) times during a year at such time, place, and mode of meetings as the President may determine. The President or 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. Any director may waive notice of any meeting.

Section 7: Quorum.
One-half of the voting members of the Chapter Board shall constitute a quorum for any vote. In matters of conflict of interest in which an Officer or Director is the subject, the Officer or Director shall not be allowed to vote.

Section 8: Action of the Chapter 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 Chapter Board. The Chapter Board may not vote by proxy. In the event of a tie vote, the Chapter Board President shall break the tie.

Section 9: Term of Office. 
The term of Directors shall commence on March 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 no more than two-thirds of the Directors shall commence their terms on the same date. The term of office for Officers shall commence on March 1st and shall continue for a period of two years, or until replaced by a subsequent election. In the event of a vacancy, the Chapter Board shall appoint an eligible member to fulfill the remainder of the term.

Section 10: Chapter Officers.
The Chapter shall have three Chapter Officers, as follows:

1.1 Chapter President.
The Chapter President shall be the chief executive of the Chapter, shall convene and preside over meetings of the Chapter Board or Meetings of Members, and shall serve as liaison with ACHE.

1.2 Chapter President-elect.
The Chapter President-elect shall substitute for the Chapter President in his or her absence or inability to serve and shall prepare plans for his or her term of office. The President-elect shall advance to President at the completion of the preceding President’s term of office without an election once elected to the office of President-elect.

1.3 Chapter Secretary/Treasurer.
The Secretary/Treasurer shall be responsible for the maintenance of all corporate records, minutes, and documents and the preparation of periodic financial statements.

ARTICLE VII – ELECTIONS

Section 1: Elections for Officers and Directors of the Chapter Board.
Chapter Directors required to fill any vacancies shall be elected annually by the Chapter membership. Those elected to fill an unexpired term vacancy shall do so for the duration of the unexpired term and be eligible to serve one additional full term. Chapter Officers shall be elected by secret ballot at a meeting of the chapter Board except when there is only one candidate for an office, in which case the Chapter Board President shall call for election of the candidate by acclamation. When there are two or more candidates for an office, a majority vote of the Board shall constitute an election.

ARTICLE VIII – COMMITTEES

Section 1: Standing Committees.
There shall be seven standing committees; Nominating, Audit, Programs, Communications, Growth & Diversity, Advancement, and Sponsorship.

1.1 Nominating Committee.
The nominating committee shall consist of at least three members appointed by the Chapter Board, and any ACHE Regent who is a chapter member. The nominating committee shall send a call for nominations to the members of the chapter no later than 90 days prior to the meeting at which elections will be held. The committee shall present an initial slate of Directors to the members of the chapter no later than 30 days prior to the meeting at which elections will be held. Any eligible chapter member may place his or her name in nomination as a director by submitting a petition with the signatures of no less than five (5) percent of the chapter membership requesting such nomination. The final slate shall be presented to chapter members by notice of a meeting of the membership no later than 10 days prior to the meeting.

1.2 Audit Committee.
The audit committee shall consist at least two chapter members appointed by the Chapter Board. The audit committee shall arrange and supervise an annual review of the Chapter financial activities in accordance with generally accepted accounting principles and practices.

1.3 Programs Committee.
The programs committee shall consist of a chair, the LPC chairs, and at least three other members.  The committee’s responsibilities shall be to actively assess, plan, and implement annual programs for educational and professional development as well as networking opportunities for chapter members and the local healthcare community.  The committee shall coordinate education offerings with LPC chairs, assuring compliance with ACHE guidelines for local credits. The chair shall be appointed by the president and committee members shall be selected by the chair.

1.4 Communications Committee.
The communications committee shall consist of a chair and at least three other members.  The committee’s responsibilities shall be to develop and implement timely communications which effectively inform Chapter members and the local healthcare community about upcoming Chapter events including a quarterly newsletter, annual report, regularly updated website, and active social media channels. The committee shall investigate and implement other effective means of communicating with chapter members.  The chair shall be appointed by the president and committee members shall be selected by the chair.

1.5 Growth and Diversity Committee.
The growth and diversity committee shall consist of a chair and at least three other members.  The committee’s responsibilities shall be to actively seek new members of the Chapter, retain exiting Chapter members, encourage membership beyond the traditional hospital sector, and ensure diverse representation in the Chapter membership and its leadership.  The chair shall be appointed by the president, and committee members shall be selected by the chair.

1.6 Advancement Committee.
The advancement committee shall consist of a chair and at least three other members.  The committee’s responsibility shall be to assist Chapter members in achieving the Fellow credential and supporting current Fellows during recertification. The Chair shall be appointed by the President and committee members shall be selected by the Chair.

1.7 Sponsorship Committee.
The sponsorship committee shall consist of a chair and at least three other members.  The committee’s responsibilities shall be establishing ongoing sponsorship opportunities and equipping Board members to recruit sponsors from their professional networks. The chair shall be appointed by the president and committee members shall be selected by the chair.

Section 2: Local Program Councils.
The Chapter Board will help establish three (3) local program councils (LPC’s) for the Upstate, Midlands and LowCountry areas of South Carolina. Such councils shall conduct such chapter business within a geographic area of the Chapter territory as determined by the Chapter Board, which includes arranging and sponsoring educational and networking events. These LPC’s shall act under the direction of, and be subject to the oversight of the Chapter Board of Directors . Officers, bylaws, policies, and any legal obligations or contracts entered into by the LPC’s shall be approved in advance by the Chapter Board. The LPC’s shall submit regular reports of their activities to the Chapter Board, and in the event an LPC receives funding from the Chapter, it shall submit quarterly financial reports as to the use of the funds and follow any Chapter financial policies as it relates to the disbursement of those funds.

Section 3: Term of Office.
The term of committee and LPC chairpersons shall commence on March 1st and shall continue for a period of two years, or until replaced by a subsequent appointment. In the event of a committee or LPC chair vacancy, the Chapter President shall appoint a new chair to fulfill the remainder of the term.

The term of committee members shall commence on March 1st and shall continue for a period of two years, or until replaced by a subsequent appointment. The terms shall be staggered such that no more than one half of the committee members shall commence their terms on the same date. In the event of a committee member vacancy, the committee chair shall appoint a new member to fulfill the remainder of the term.

Section 4: Other Committees.
The Chapter President may, with the concurrence of the Chapter Board of Directors, establish, specify duties, and appoint chapter members to other committees as may be deemed necessary or advisable for effective administration of the Chapter. Members may serve one year on such committees and may be re-appointed.

ARTICLE IX – CONFLICT OF INTEREST

Section 1: General.
The Chapter Board and its Officers shall administer Chapter affairs honestly and economically and exercise their best care, skill, and judgment for the benefit of the Chapter and ACHE. The Chapter Officers shall exercise the utmost good faith in all transactions relating to their duties for the Chapter. In their dealings with and on behalf of the Chapter, they are held to a strict rule of honest and fair dealings with the Chapter. They shall not use their position, or knowledge gained there from, so that a conflict might arise between the Chapter interest and that of the individual.

Section 2: Disclosure of Conflict of Interest.
Each nominee for a Chapter 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 Chapter Board for that purpose.

ARTICLE X – AMENDMENTS

Section 1: Amendments.
The Bylaws may be altered or amended by majority vote of the Chapter Board.

Section 2: Review of Chapter Bylaws.
Prior to enactment or modification, Chapter Bylaws will be reviewed and approved by ACHE in accordance with existing policies and procedures. ACHE and the Chapter shall maintain a record of all revisions to the Bylaws, including effective dates.

ARTICLE XI – DISSOLUTION

Section 1: Dissolution of the Chapter.
The Chapter 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: Chapter Assets.
In the event of the dissolution of the Chapter, all assets remaining after the settlement of any chapter 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 Chapter Board may authorize any Officer or Officers and any agent or agents to enter into any contract or execute any instrument in the name of, and on behalf of, the Chapter, 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 Chapter 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 Chapter Board.

Section 2: Fiscal Year.
The fiscal year of the Chapter 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 Chapter. Except as these Bylaws may be inconsistent with such laws and Articles, they shall regulate the conduct of the business and affairs of the Chapter with respect to all matters to which they relate.