Board Member Descriptions
The President shall be the chief executive officer, and shall in general supervise and control the affairs, of the Chapter. The President may sign, with the Secretary or any other proper officer of the Chapter authorized by the Chapter Board of Directors, any deeds, mortgages, contracts, or other instruments which the Chapter Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Chapter Board of Directors or by these bylaws or by the statute to some other officer or agent of the Chapter. The President shall preside at all meetings of the Chapter and the Chapter Board of Directors; except as otherwise provided in these bylaws, shall appoint the chair of all committees and, in consultation with the chair, make all committee appointments; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Chapter Board of Directors. The President shall automatically succeed to the office of Past President at the end of his or her term in office as President.
The Past President shall perform all duties incident to the office of Past President and such other duties as may be specified by the President or by the Chapter Board of Directors.
The President-Elect shall, in the absence of the President, preside at all meetings of the Chapter and the Chapter Board of Directors; shall automatically succeed to the office of President at the end of the presiding President’s term; and shall perform all duties incident to the office of President-Elect and such other duties as may be prescribed by the President or by the Chapter Board of Directors.
The Treasurer shall be responsible for all funds and securities of the Chapter; shall receive and give receipts for monies due and payable to the Chapter from any sources whatsoever, and shall deposit all such monies in the name of the Chapter in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these bylaws; shall submit financial reports to HIMSS, to the Chapter Board of Directors at its regular meetings, and to the Chapter membership at its Annual Meeting; and shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Chapter Board of Directors.
The Secretary shall keep or cause to be kept the minutes of the meetings of the Chapter Board of Directors and voting members; shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; shall be custodian of the corporate records; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Chapter Board of Directors.
The Membership director shall keep or cause to be kept an accurate census of the Chapter membership; and shall in general perform all the duties incident to the office of Membership and such other duties as from time to time may be assigned by the President or by the Chapter Board of Directors.
The Programming director shall be responsible for identifying, organizing and implementing education events for chapter members, and shall in general perform all the duties incident to the office of Programming and such other duties as from time to time may be assigned by the President or by the Chapter Board of Directors.
The Communications director provides leadership and shall in general perform all the duties incident to the office of Communications and such other duties as from time to time may be assigned by the President or by the Chapter Board of Directors including development of a strategies to communicate regularly with members and appropriate members of the health care community about chapter activities and membership.
The Advocacy director serves as a two-way channel for the Society’s communications with elected officials in both the executive and legislative branches and is responsible for chairing the Advocacy Committee and managing the activities of that Committee.
Student/Workforce Development Chair
The Student/Workforce Development director serves as the liaison between the academic institution, community workforce development organizations and the Chapter with the objective of fostering student participation in the Chapter’s educational programs, scholarship and student internship opportunities that facilitate employment within healthcare or related industries.
MEMBER AT LARGE
A Member-at-Large director assists the Board in conducting the business affairs and activities of the chapter through special assignments and duties delegated at the direction of the President and/or the Board of Directors.
CHAPTER BOARD OF DIRECTORS EXPECTATIONS
Section 1. Authority and Responsibility. The affairs of the Chapter shall be managed by the Chapter Board of Directors, which shall have supervision, control, and direction of the affairs of the Chapter; shall determine the policies or changes therein within the limits of these bylaws; and shall actively promote its purposes and have discretion in the disbursement of its funds. The Chapter Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Section 2. Composition. The Chapter Board of Directors shall be comprised of the President, the President-Elect, the Secretary, the Treasurer, the Past President, Communications, Membership, Advocacy, Student / Workforce Development, Programming, and two (2) Members at-Large (each a “Director”).
Section 3. Qualifications. Directors must be voting members and members in good standing of both HIMSS and the Chapter for at least one (1) year.
Section 4. Term. Directors shall serve a two (2) year term in office, or until such time as their successors are duly elected, qualified and take office. The term of office for each Director shall begin on the July 1 following his or her electionElections. The voting members shall elect the Officers and Directors in accordance with such procedures as shall be established by the Chapter Board of Directors.
Section 5. Regular Meetings. The Chapter Board of Directors may take action to set the time, date, and place for the holding of a regular annual meeting of the Chapter Board of Directors and additional regular meetings of the Chapter Board of Directors without other notice than such action. The Chapter Board of Directors shall meet at least four (4) times a year.
Section 6. Special Meetings. Special meetings of the Chapter Board of Directors may be called by, or at the request of, the President or upon a written request to the Secretary of three (3) members of the Chapter Board of Directors. Notice of any special meeting of the Chapter Board of Directors shall state the time, date, and place of the meeting and shall be delivered at least ten (10) days prior to the date of such meeting.
Section 7. Meeting by Conference Call. Any action to be taken at a meeting of the Chapter Board of Directors or any committee thereof may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with 5 each other. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, notice of any meeting to be held by conference call (whether regular or special) may be delivered a minimum of twenty-four (24) hours prior to the meeting.
Section 8. Waiver of Notice. Notice of a Board meeting need not be given to a director who signs a waiver of notice either before or after the meeting. Meeting attendance by a director will constitute a waiver of notice and a waiver of objections to the meeting time and place and the manner in which it was called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, an objection to transacting business because the meeting is not lawfully called or convened.
Section 9. Quorum. A majority of the Chapter Board of Directors shall constitute a quorum for the transaction of business at any duly called meeting of the Chapter Board of Directors; provided that when less than a quorum is present at said meeting, a majority of the Chapter Board of Directors members present may adjourn the meeting to another time without further notice.
Section 10. Manner of Acting. The act of a majority of Directors present at a duly called meeting at which a quorum is present shall be the act of the Chapter Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.
Section 11. Informal Action. Any action requiring a vote of the Chapter Board of Directors may be taken without a meeting if a consent, setting forth the action taken, is approved by all of the members of the Chapter Board of Directors entitled to vote with respect to the subject matter thereof.
Section 12. Minutes. The Chapter will maintain minutes of meetings of the Board and provide copies of those minutes to HIMSS on an annual basis, or more often upon request.
Section 13. Resignation and Removal. A Director may resign in writing submitted to the Chapter’s President. In the case of the resignation of the President, the resignation will be submitted to the Secretary who will refer such resignation to the Board. A resignation will be effective on the acceptance date of the resignation as determined by the Chapter Board of Directors. A Director who no longer meets the qualifications for office shall be automatically removed and such vacancy shall be filled by the Chapter Board of Directors. Any Director may be removed at any time with or without cause by a two-thirds affirmative vote of the voting members present and voting, in person or by proxy, at any regular or special meeting at which a quorum of the voting members is present, when in their judgment the best interest of the Chapter or HIMSS would be served by such removal.
Section 14. Vacancies. The Chapter Board of Directors shall take action to fill any Board vacancy. A Director appointed pursuant to this Section shall hold their position for the remainder of the original term for which he or she was elected to fill.
Section 15. Compensation and Loans. Neither Directors nor Officers of the Chapter shall receive salaries or other compensation for their services as Directors, but the Chapter Board of Directors may, by resolution, authorize the reimbursement of expenses of attendance of Directors for each regular and special meeting of the Chapter Board of Directors; provided that nothing herein contained shall be construed to preclude any Director or Officer from serving the Chapter in any other capacity and receiving reasonable compensation therefor. The Chapter may not make loans to Directors.