NYAHQ Bylaws
The New York Association Upholds and Promotes the quality professional Code of Ethics and Standards of Practice:
NEW YORK ASSOCIATION FOR HEALTHCARE QUALITY, INC.
BY-LAWS
ARTICLE I NAME The name of the organization shall be the NEW YORK
ASSOCIATION FOR HEALTHCARE QUALITY, INC. (hereinafter referred to as “the Association.”)
ARTICLE II PURPOSE
(i) The Mission of the NYAHQ:
What the association is here to do
(ii) NYAHQ Vision Statement:
An image of our desired future
Section 1– Categories of Membership
There shall be two categories of membership in the Association (hereinafter referred to collectively as “the Members,” or “the Membership”) as follows:
(a) Individual Membership - Any person professionally active in the field of Quality Management in the State of New York shall be eligible to become an Active Member of the Association. Individual membership shall be open to any person active in the health care profession throughout New York State. Those health care professionals interested in the pursuit of Health Care Quality and Patient Safety shall be eligible to become an Active Member of the Association.
(b) Life Membership - Any person who has served as President of the Association shall be awarded life-time membership and shall be entitled to all privileges of membership
Section 2 - Dues
(a) The Board of Directors shall determine the initial and annual dues.
(b) Dues shall be payable annually. An Active Member whose annual dues are not timely paid shall not be eligible to vote, or serve as an officer or Member of the Board of Directors.
Section 3 – Rights and Duties of Members
(a) No Member shall be discriminated against on grounds of race, creed, color, national origin, sex, or age.
(b) Any Member shall have the right to inspect the By-laws of the Association upon request.
(c) Members may, whenever possible, attend meetings of the Association.
(d) It is the duty of each Member to report to the Secretary any change in the name, address, or other relevant information concerning membership.
Section 4 – Meetings of Members
(a) Regular Meetings – The Association shall hold regular meetings of the Members during the spring and fall of each year at a time and place as determined by the Board of Directors. Written notice of regular meetings, stating the time and place thereof shall be given to each member not less than twenty-one (21) days prior to the date thereof.
(b) Special Meetings – A special meeting of the Members may be called by the President at any time on his/her own initiative or upon the written request of twenty percent (20%) of the Active Members in good standing. If a special Membership meeting is duly requested, written notice thereof, stating the place, time, and purpose for which the meeting is called, shall be given to each Member not less than ten (10) days prior to the date of such meeting. No business other than that stated in the notice shall be transacted at a special meeting.
(c) Quorum – A quorum for the transaction of business at any meeting of the Members shall be twenty percent (20%) of the total number of Active members entitled to vote. If there is less than a quorum present, the president or designee may adjourn the meeting, without further notice, until a quorum is present.
(d) Voting – Each Active Member shall be entitled to one vote on each matter submitted for vote at a regular or special meeting of the Members or by mail vote. A majority of the votes cast at any duly constituted meeting shall be sufficient to take, or authorize action upon any matter which may properly come before said meeting.
(e) Procedure – All membership meetings shall be conducted in accordance with the parliamentary procedures set forth in Robert’s Rules of Order.
ARTICLE IV
BOARD OF DIRECTORS
Section 1 – Authority And Responsibilities of the Board of Directors
The Board of Directors shall be responsible for the management policy and operation of the Association and shall have authority to make final determination on all major policies, budgetary matters, and other significant activities related to ongoing operations of the Association. Specific functions of the Board shall include, but are not limited to: (a) rendering a report at each Membership meeting concerning the activities of the Board since the previous Membership meeting; (b) rendering a report of the Association’s financial affairs at each regular Membership meeting; and (c) fixing the amount of Membership dues as set forth in Section 2 of Article III.
Section 2 – Composition of Board of Directors
The Board of Directors shall be composed of:
(a) Voting Members - all of the Officers of the Association, (President, President-Elect, Secretary and Treasurer) the Immediate Past President, Senior Advisors, a minimum of four (4) Directors-at-Large (Senior Advisors who also hold an executive position shall have one vote)
(b) Non-voting Members - all Standing Committee Chairpersons.
Section 3 – Meetings of the Board of Directors
(a) Regular Meetings – Regular meetings of the Board of Directors shall be held at least quarterly at a time and place fixed by the Officers of the Association.
(b) Special Meetings – A special meeting of the Board shall be held whenever called by the President on two days notice to each Director. Special meetings of the Board shall be called by the President-Elect, Secretary on five days notice, on the request of not less than one-third of the entire Board.
(c) Waiver of Notice – Whenever any notice of a meeting of the Board is required to be given by these By-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice. Presence at any meeting without objection shall also constitute waiver of required notice.
(d) Quorum – At any meeting of the Board of Directors, a majority of the members of the Board then in office shall be sufficient to constitute a quorum for the transaction of business. If, at any meeting, there is less than a quorum present, the president or designee may adjourn the meeting, without further notice, until a quorum is present.
(e) Voting – A majority of the votes cast at a meeting of the Board, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting.
Section 4 – Resignation of Board of Directors Members
Members of the Board of Directors may resign at any time. Such resignation shall be made in writing to the Board and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Board. The acceptance of a resignation shall be necessary to make it effective.
The President, with the approval of the Board of Directors can appoint a replacement for the resigned member to complete the two-year term.
Section 5 – Reimbursement of Expenses
The Board may establish a policy regarding reimbursement of its members for travel expenses in connection with attendance at Board meetings and other expenses incurred in connection with activities of the Association.
ARTICLE V
STANDING COMMITTEES
Section 1 – Appointment of Standing Committees
(a) The Board of Directors shall appoint the following Standing Committees:
(i) Educational Committee
(ii) Finance Committee
(iii) Nominating Committee
(iv) Newsletter Committee
(v) Membership/Networking Committee
(vi) Web site management Committee
Additional Standing Committees may be appointed as deemed necessary or appropriate.
(b) In appointing each Standing Committee, the Board of Directors shall specify such committee’s purpose, specific objective and tasks, method of operation and membership, provided, however, that each Standing Committee shall have at least three
(3) Members.
(c) The President shall, with the approval of the Board, appoint the chairperson of each Standing Committee.
Section 2 – Powers of Committees
(a) Each Standing Committee shall have only such powers and duties as are provided by the Board of Directors. Committee reports shall be advisory unless otherwise provided by the Board.
(b) Except as otherwise provided in these By-laws or by the Board of Directors, each Standing Committee shall
(i) act only pursuant to a majority vote of the Committee Members present at a Committee Meeting at which a quorum, consisting of a majority of the entire membership of such Committee, is present, and (ii) otherwise operate in accordance with rules and procedures established by the Standing Committee.
ARTICLE VI
OFFICERS
Section 1 – Specification of Officers
The Officers of the Association, (referred to as “the Board”), shall be the President, President-Elect, Immediate Past President, Secretary, Treasurer, and a minimum of 4 Directors-at-Large.
Section 2 – Duties and Authority of Officers
President: The President shall preside at all Membership meetings and meetings of the Board of Directors. The President shall be an ex-officio member of all Standing Committees or other committees established by the Board, may call special meetings of the membership and/or the Board and shall appoint, subject to the approval of the Board, the chairpersons of all such committees except as otherwise provided in Article V, Section 1. The President acting jointly with the Treasurer may authorize disbursements of funds of the Association in amounts up to and including five hundred dollars ($500).
President-Elect: The President Elect shall exercise the powers and perform the duties of the President at such times as the President is absent or unable to do so, shall provide oversight of the Education Committee, and shall perform other tasks as may be assigned by the Board of Directors. In the event that the President is unavailable to carry out the duties of their position a resignation shall be submitted in writing per Article IV Section 4. In the event that the President does not participate in more than half of the years meetings, nor respond to requests of the Board, the President Elect shall exercise the powers and perform the duties of the President and succeed to the presidency.
The President-Elect shall succeed to the presidency of the Association upon the completion of the President’s term of office, or if a vacancy should occur for any reason during such term. The President-Elect shall be an Ex-officio member of all committees except the Nominating Committee.
Immediate Past President: The Immediate Past President shall serve as a Senior Advisor to the Board and will provide support to the President and President-Elect as deemed necessary by the President. To value expertise and wisdom of our past presidents, following Immediate Past President tenure, the association has created a permanent board position for past presidents to be referred to as “Senior Advisors”.
Secretary/Treasurer: The Office of Secretary and Treasurer may be a combined position as determined by the current Board of Directors. Secretary shall keep the minutes of all meetings of the members and of the Board of Directors and shall have the custody of all-important papers and records of the Association. The following duties may be delegated to a Board Assistant, who may be employed to carry out specific tasks: official communications of the Association, including but not limited to notices of membership and Board meetings as required hereunder, ballots for election of officers and informing persons elected as Officers or Committee members regarding their election.
The Treasurer shall receive all money and pay all bills incurred on behalf of the Association. All bills in excess of the amount specified by the Board of Directors annually must be approved by the Board prior to payment, and all checks in excess of that specified amount must be co-signed by the President or President-Elect. The specified amount shall be reported to the Association members at the annual business meeting, as part of the annual report. The Treasurer shall provide the Board of Directors with timely financial statements and prepare an annual report to be given at the Spring meeting of the Association.
The Treasurer shall arrange for the completion of the annual audit within 60 days of the close of the Association’s fiscal year, which shall begin on July first and end on June thirtieth of the following year. The Treasurer acting jointly with the President, may authorize disbursement of funds of up and including to five hundred dollars ($500).
Directors-at-Large: The Directors are representatives of the membership and shall perform tasks as may be assigned by the Board. They are also responsible for preparing periodic reports of their assigned tasks, and for maintaining communication with the membership.
Section 3 – Qualification of Officers
Any Active Member of the Association in good standing shall be eligible to serve as an Officer. However, members shall have served on the Board for one term (2 years) before being eligible to serve as President.
Section 4 – Election of Officers
(a) Nominations – There shall be a Nominating Committee which shall meet for the purpose of nominating one or more candidates for the following offices: President-Elect, Secretary, Treasurer, and Director-at-Large. If the incumbent President-Elect is unavailable to serve as President, the Nominating Committee shall also nominate one or more candidates for President. The Chairperson of the Nominating Committee shall report the slate of nominees so selected to the Board. The Nominating Committee shall thereafter prepare a ballot for mailing to the Active Members containing the list of nominees, and a biographical sketch of each nominee’s professional activities and service to the Association, and providing space for write-in votes, and instruction for casting such votes.
(b) Method of Election – The ballots, with instructions for their use, shall be mailed by the Secretary to all Active Members entitled to vote . Each Active Member in good standing is entitled to one vote. In order to be counted, ballots shall be returned to the Association by mail and must be received at least five (5) days prior to the Spring Membership meeting . Election results shall be tabulated by the Nominating Chairperson of the Nominating Committee and whenever possible, at the Spring membership Meeting. Each Officer shall be elected by a plurality of the votes cast. Tie votes shall be resolved by a lot drawn by the Chairperson of the Nominating Committee.
(c) Term of Office – Offices shall serve for a term of two (2) years with the exception of President-Elect which shall be a term of one (1) and shall assume their responsibilities on July 1st of the year of their election. If an Officer is unable to complete his or her term of office, the President shall, with the approval of the Board of Directors, appoint an eligible person to serve for the remainder of such term. No person shall serve more than two (2) consecutive elected terms in the same office unless approved by the President and the remaining Board of Directors.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Association shall be determined by the Board of Directors.
ARTICLE VIII
AMENDMENTS OF THE BY-LAWS
The Board shall have the power to amend, repeal or adopt the By-Laws; provided, that such amendment does not adversely affect the rights or entitlements of the Members. Any By-Laws adopted by the Board may be amended or repealed by the affirmative vote of a majority of the Members. Amendments made obligatory by law of the State of New York shall be considered to be adopted and shall automatically become part of these By-Laws.
The undersigned Secretary hereby certifies that the foregoing By-Laws are a true and accurate copy of the By-Laws of the Corporation adopted as of September 11, 2014
Patricia Jones – President
Torrance Akinsanya - Secretary
Code of Ethics for the Healthcare Quality Professionals
NEW YORK ASSOCIATION FOR HEALTHCARE QUALITY, INC.
BY-LAWS
ARTICLE I NAME The name of the organization shall be the NEW YORK
ASSOCIATION FOR HEALTHCARE QUALITY, INC. (hereinafter referred to as “the Association.”)
ARTICLE II PURPOSE
(i) The Mission of the NYAHQ:
What the association is here to do
- The mission of the New York Association of Healthcare Quality is to promote quality throughout the healthcare delivery system through education and dissemination of information.
(ii) NYAHQ Vision Statement:
An image of our desired future
- The New York Association for Healthcare Quality will be the leader and expert in healthcare quality in New York State.
- Our membership influences policy and practice at the state and national level, sharing innovative ideas and building on our diversity to shape and define the future of healthcare quality.
Section 1– Categories of Membership
There shall be two categories of membership in the Association (hereinafter referred to collectively as “the Members,” or “the Membership”) as follows:
(a) Individual Membership - Any person professionally active in the field of Quality Management in the State of New York shall be eligible to become an Active Member of the Association. Individual membership shall be open to any person active in the health care profession throughout New York State. Those health care professionals interested in the pursuit of Health Care Quality and Patient Safety shall be eligible to become an Active Member of the Association.
(b) Life Membership - Any person who has served as President of the Association shall be awarded life-time membership and shall be entitled to all privileges of membership
Section 2 - Dues
(a) The Board of Directors shall determine the initial and annual dues.
(b) Dues shall be payable annually. An Active Member whose annual dues are not timely paid shall not be eligible to vote, or serve as an officer or Member of the Board of Directors.
Section 3 – Rights and Duties of Members
(a) No Member shall be discriminated against on grounds of race, creed, color, national origin, sex, or age.
(b) Any Member shall have the right to inspect the By-laws of the Association upon request.
(c) Members may, whenever possible, attend meetings of the Association.
(d) It is the duty of each Member to report to the Secretary any change in the name, address, or other relevant information concerning membership.
Section 4 – Meetings of Members
(a) Regular Meetings – The Association shall hold regular meetings of the Members during the spring and fall of each year at a time and place as determined by the Board of Directors. Written notice of regular meetings, stating the time and place thereof shall be given to each member not less than twenty-one (21) days prior to the date thereof.
(b) Special Meetings – A special meeting of the Members may be called by the President at any time on his/her own initiative or upon the written request of twenty percent (20%) of the Active Members in good standing. If a special Membership meeting is duly requested, written notice thereof, stating the place, time, and purpose for which the meeting is called, shall be given to each Member not less than ten (10) days prior to the date of such meeting. No business other than that stated in the notice shall be transacted at a special meeting.
(c) Quorum – A quorum for the transaction of business at any meeting of the Members shall be twenty percent (20%) of the total number of Active members entitled to vote. If there is less than a quorum present, the president or designee may adjourn the meeting, without further notice, until a quorum is present.
(d) Voting – Each Active Member shall be entitled to one vote on each matter submitted for vote at a regular or special meeting of the Members or by mail vote. A majority of the votes cast at any duly constituted meeting shall be sufficient to take, or authorize action upon any matter which may properly come before said meeting.
(e) Procedure – All membership meetings shall be conducted in accordance with the parliamentary procedures set forth in Robert’s Rules of Order.
ARTICLE IV
BOARD OF DIRECTORS
Section 1 – Authority And Responsibilities of the Board of Directors
The Board of Directors shall be responsible for the management policy and operation of the Association and shall have authority to make final determination on all major policies, budgetary matters, and other significant activities related to ongoing operations of the Association. Specific functions of the Board shall include, but are not limited to: (a) rendering a report at each Membership meeting concerning the activities of the Board since the previous Membership meeting; (b) rendering a report of the Association’s financial affairs at each regular Membership meeting; and (c) fixing the amount of Membership dues as set forth in Section 2 of Article III.
Section 2 – Composition of Board of Directors
The Board of Directors shall be composed of:
(a) Voting Members - all of the Officers of the Association, (President, President-Elect, Secretary and Treasurer) the Immediate Past President, Senior Advisors, a minimum of four (4) Directors-at-Large (Senior Advisors who also hold an executive position shall have one vote)
(b) Non-voting Members - all Standing Committee Chairpersons.
Section 3 – Meetings of the Board of Directors
(a) Regular Meetings – Regular meetings of the Board of Directors shall be held at least quarterly at a time and place fixed by the Officers of the Association.
(b) Special Meetings – A special meeting of the Board shall be held whenever called by the President on two days notice to each Director. Special meetings of the Board shall be called by the President-Elect, Secretary on five days notice, on the request of not less than one-third of the entire Board.
(c) Waiver of Notice – Whenever any notice of a meeting of the Board is required to be given by these By-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice. Presence at any meeting without objection shall also constitute waiver of required notice.
(d) Quorum – At any meeting of the Board of Directors, a majority of the members of the Board then in office shall be sufficient to constitute a quorum for the transaction of business. If, at any meeting, there is less than a quorum present, the president or designee may adjourn the meeting, without further notice, until a quorum is present.
(e) Voting – A majority of the votes cast at a meeting of the Board, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting.
Section 4 – Resignation of Board of Directors Members
Members of the Board of Directors may resign at any time. Such resignation shall be made in writing to the Board and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Board. The acceptance of a resignation shall be necessary to make it effective.
The President, with the approval of the Board of Directors can appoint a replacement for the resigned member to complete the two-year term.
Section 5 – Reimbursement of Expenses
The Board may establish a policy regarding reimbursement of its members for travel expenses in connection with attendance at Board meetings and other expenses incurred in connection with activities of the Association.
ARTICLE V
STANDING COMMITTEES
Section 1 – Appointment of Standing Committees
(a) The Board of Directors shall appoint the following Standing Committees:
(i) Educational Committee
(ii) Finance Committee
(iii) Nominating Committee
(iv) Newsletter Committee
(v) Membership/Networking Committee
(vi) Web site management Committee
Additional Standing Committees may be appointed as deemed necessary or appropriate.
(b) In appointing each Standing Committee, the Board of Directors shall specify such committee’s purpose, specific objective and tasks, method of operation and membership, provided, however, that each Standing Committee shall have at least three
(3) Members.
(c) The President shall, with the approval of the Board, appoint the chairperson of each Standing Committee.
Section 2 – Powers of Committees
(a) Each Standing Committee shall have only such powers and duties as are provided by the Board of Directors. Committee reports shall be advisory unless otherwise provided by the Board.
(b) Except as otherwise provided in these By-laws or by the Board of Directors, each Standing Committee shall
(i) act only pursuant to a majority vote of the Committee Members present at a Committee Meeting at which a quorum, consisting of a majority of the entire membership of such Committee, is present, and (ii) otherwise operate in accordance with rules and procedures established by the Standing Committee.
ARTICLE VI
OFFICERS
Section 1 – Specification of Officers
The Officers of the Association, (referred to as “the Board”), shall be the President, President-Elect, Immediate Past President, Secretary, Treasurer, and a minimum of 4 Directors-at-Large.
Section 2 – Duties and Authority of Officers
President: The President shall preside at all Membership meetings and meetings of the Board of Directors. The President shall be an ex-officio member of all Standing Committees or other committees established by the Board, may call special meetings of the membership and/or the Board and shall appoint, subject to the approval of the Board, the chairpersons of all such committees except as otherwise provided in Article V, Section 1. The President acting jointly with the Treasurer may authorize disbursements of funds of the Association in amounts up to and including five hundred dollars ($500).
President-Elect: The President Elect shall exercise the powers and perform the duties of the President at such times as the President is absent or unable to do so, shall provide oversight of the Education Committee, and shall perform other tasks as may be assigned by the Board of Directors. In the event that the President is unavailable to carry out the duties of their position a resignation shall be submitted in writing per Article IV Section 4. In the event that the President does not participate in more than half of the years meetings, nor respond to requests of the Board, the President Elect shall exercise the powers and perform the duties of the President and succeed to the presidency.
The President-Elect shall succeed to the presidency of the Association upon the completion of the President’s term of office, or if a vacancy should occur for any reason during such term. The President-Elect shall be an Ex-officio member of all committees except the Nominating Committee.
Immediate Past President: The Immediate Past President shall serve as a Senior Advisor to the Board and will provide support to the President and President-Elect as deemed necessary by the President. To value expertise and wisdom of our past presidents, following Immediate Past President tenure, the association has created a permanent board position for past presidents to be referred to as “Senior Advisors”.
Secretary/Treasurer: The Office of Secretary and Treasurer may be a combined position as determined by the current Board of Directors. Secretary shall keep the minutes of all meetings of the members and of the Board of Directors and shall have the custody of all-important papers and records of the Association. The following duties may be delegated to a Board Assistant, who may be employed to carry out specific tasks: official communications of the Association, including but not limited to notices of membership and Board meetings as required hereunder, ballots for election of officers and informing persons elected as Officers or Committee members regarding their election.
The Treasurer shall receive all money and pay all bills incurred on behalf of the Association. All bills in excess of the amount specified by the Board of Directors annually must be approved by the Board prior to payment, and all checks in excess of that specified amount must be co-signed by the President or President-Elect. The specified amount shall be reported to the Association members at the annual business meeting, as part of the annual report. The Treasurer shall provide the Board of Directors with timely financial statements and prepare an annual report to be given at the Spring meeting of the Association.
The Treasurer shall arrange for the completion of the annual audit within 60 days of the close of the Association’s fiscal year, which shall begin on July first and end on June thirtieth of the following year. The Treasurer acting jointly with the President, may authorize disbursement of funds of up and including to five hundred dollars ($500).
Directors-at-Large: The Directors are representatives of the membership and shall perform tasks as may be assigned by the Board. They are also responsible for preparing periodic reports of their assigned tasks, and for maintaining communication with the membership.
Section 3 – Qualification of Officers
Any Active Member of the Association in good standing shall be eligible to serve as an Officer. However, members shall have served on the Board for one term (2 years) before being eligible to serve as President.
Section 4 – Election of Officers
(a) Nominations – There shall be a Nominating Committee which shall meet for the purpose of nominating one or more candidates for the following offices: President-Elect, Secretary, Treasurer, and Director-at-Large. If the incumbent President-Elect is unavailable to serve as President, the Nominating Committee shall also nominate one or more candidates for President. The Chairperson of the Nominating Committee shall report the slate of nominees so selected to the Board. The Nominating Committee shall thereafter prepare a ballot for mailing to the Active Members containing the list of nominees, and a biographical sketch of each nominee’s professional activities and service to the Association, and providing space for write-in votes, and instruction for casting such votes.
(b) Method of Election – The ballots, with instructions for their use, shall be mailed by the Secretary to all Active Members entitled to vote . Each Active Member in good standing is entitled to one vote. In order to be counted, ballots shall be returned to the Association by mail and must be received at least five (5) days prior to the Spring Membership meeting . Election results shall be tabulated by the Nominating Chairperson of the Nominating Committee and whenever possible, at the Spring membership Meeting. Each Officer shall be elected by a plurality of the votes cast. Tie votes shall be resolved by a lot drawn by the Chairperson of the Nominating Committee.
(c) Term of Office – Offices shall serve for a term of two (2) years with the exception of President-Elect which shall be a term of one (1) and shall assume their responsibilities on July 1st of the year of their election. If an Officer is unable to complete his or her term of office, the President shall, with the approval of the Board of Directors, appoint an eligible person to serve for the remainder of such term. No person shall serve more than two (2) consecutive elected terms in the same office unless approved by the President and the remaining Board of Directors.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Association shall be determined by the Board of Directors.
ARTICLE VIII
AMENDMENTS OF THE BY-LAWS
The Board shall have the power to amend, repeal or adopt the By-Laws; provided, that such amendment does not adversely affect the rights or entitlements of the Members. Any By-Laws adopted by the Board may be amended or repealed by the affirmative vote of a majority of the Members. Amendments made obligatory by law of the State of New York shall be considered to be adopted and shall automatically become part of these By-Laws.
The undersigned Secretary hereby certifies that the foregoing By-Laws are a true and accurate copy of the By-Laws of the Corporation adopted as of September 11, 2014
Patricia Jones – President
Torrance Akinsanya - Secretary
Code of Ethics for the Healthcare Quality Professionals
