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Topic
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Current
Bylaw
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Proposed
Amendment
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Rationale
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1
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3.1
Purposes and Mission
The
primary purpose of AHIMA …is to commit to excellence in the management of
health information for the benefit of patients and providers.
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Add after
patients “providers, and other users of health
information.”
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To be
more expansive
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2
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4.2
Rights of Members
Members
shall also have the right to elect the Board of Directors, certain Officers
of AHIMA, and certain members of The Commission on Certification for Health
Informatics and Information Management, all as set forth below.
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Add after
Management “and certain members of the Council on Excellence
in Education (CEE).”
And add “Members shall not be entitled to vote on any other matter
except for those outlined in this Section 4.2.”
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(1)
Add reference to CEE as they are included in
the vote done by the membership, similar to CCHIIM.
(2)
Change clarifies members’ responsibilities
versus House of Delegates’ responsibilities.
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3
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4.3.2
Student
A student
may retain this type of membership until graduation from that program, or for
a maximum of four (4) years or until registering for an AHIMA certification
examination. After which the student shall be transferred to a Professional
membership.
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Revise
after “retain this type of membership” to “according
to the parameters of the Membership Guide, until graduation from that
program, after which the student shall be offered Professional membership.”
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Add
clarification. The Membership Guide
provides the greater level of detail more appropriate outside the Bylaws.
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4
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5.4
Nomination
Candidates
for election as at-large Directors shall be nominated by the Nominating
Committee in accordance with Section 8.5.
Nominations may be made at or prior to the time at which an election
of Directors is to be held.
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Delete
second sentence.
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The
language is outdated. Once the ballot
goes out for voting, a new nomination “at the time” would not permit persons
who have previously cast their vote to reconsider a new nomination.
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5
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5.8 Leave
of Absence
A
Director may take up to a one (1) year leave of absence from service as a
Director for good cause subject to the approval of the Board.
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Recommend
deletion
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Too
disruptive to continuity
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6
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6.2
Election and Term of Office
The President/Chair-elect of AHIMA shall
be elected annually by the Professional Members. The President/Chair-elect
shall assume the office of the President/Chair upon the expiration of the
President/Chair’s term of office or in the event of a vacancy in the
office. Elections shall be by
electronic ballot at a time and under procedures set forth in the AHIMA
Policy and Procedure Manual. Election
shall be by a plurality of the votes cast by the Professional Members. The
Secretary and Treasurer of AHIMA shall be elected annually by the Board of
Directors from among the members of the Board at a regular meeting following
receipt of the results of the election of Directors. Officers shall take office in the month of
January following their election. Each
Officer shall hold office for one (1) year and until his or her successor
shall be elected and qualified, unless he or she shall sooner resign or be
removed or otherwise become disqualified to serve.
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Recommend
adding “Any
vacancy of an Officer other than that of the President/Chair may be filled by
the affirmative vote of a majority of the Board of Directors. Such Officer
elected to fill the vacancy shall be elected for the unexpired term of his or
her predecessor. The President/Chair-elect will automatically fill the
vacancy of the President/Chair for the unexpired term and the term for which
they would have served but for filling the vacancy; and in such event, the
President/Chair-elect elected under this Section 6.2 to fill the unexpired
term will not automatically become President/Chair at the end of such
unexpired term.”
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Added to clarify a process that might not have
been clear.
This change
addresses succession in filling the President/Chair role. It clarifies that the President-elect will
fill the unexpired term of the President and will continue in that role after
the end of the unexpired term.
The rationale is
that the President-elect that fills the unexpired term of the departing
President was voted to preside for a full term by the membership and that
opportunity should not be cut short.
On the other hand,
the person designated to fill the unexpired term of the President-elect does
so on an interim basis only and should not continue in that role as they
would not have been elected by the membership. Rather, membership would
elect the President-elect in the normal course of the election process.
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7
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Recommend
addition
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7.10 Action by Ballot.
Any action required or
permitted to be taken at a meeting of the House of Delegates, may be taken by
ballot without a meeting in writing by mail, e-mail, or any other electronic
means pursuant to which the Delegates entitled to vote thereon are given the
opportunity to vote for or against the proposed action, and the action
receives approval by a majority of the Delegates casting votes (or such
larger number as may be required by these Bylaws); provided, that the number
of Delegates casting votes would constitute a quorum if such action had been
taken at a meeting. Voting must remain open for not less than five (5) days
from the date the ballot is delivered, unless otherwise required by law.
Additionally, such an action shall become effective only if, at least five
(5) days prior to the effective date of such informal action, a notice in
writing of the proposed action is delivered to all of the Delegates entitled
to vote with respect to the subject matter of the vote.
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7.10
– New item; this addition comes verbatim from the Illinois Not for Profit
Act, which permits such electronic voting outside of a meeting.
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8
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8.1 Committees.
The Board President/Chair shall select
and appoint the members and the chairs of all committees, unless otherwise
specified herein. Committee Chairs must be Professional Members of
AHIMA. The Board President/Chair may
attend and participate in meetings of any committees and shall have voting
rights in committees to the extent provided for in the resolution or in these
Bylaws. The Board President/Chair may,
to the extent permitted by law, appoint members to a committee who are not
Directors.
Each committee shall exercise the
authority of the Board of Directors to the extent authorized by the Board of
Directors. However, a committee may
not by itself:
(a) approve action that requires full
Board approval or House of Delegates approval;
(b) fill vacancies on the Board of
Directors or any of its committees;
(c) amend the Articles of Incorporation;
(d) adopt, amend, or repeal the Bylaws; (e) approve a plan of merger or
consolidation; or
(f) employ or discharge from employment
the Chief Executive Officer of AHIMA.
Diversity is a core value of AHIMA which
shall guide the activities of the Board and its committees. Each committee
shall be responsible within its focus area for promoting broad diversity in
the governance, staffing, outreach, and programs of AHIMA. This includes, but
is not limited to, fostering links between AHIMA and other organizations
serving various underrepresented populations, and reviewing AHIMA’s programs,
publications, and initiatives to assure multi-cultural sensitivity and inclusivity.
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Recommend revision to:
8.1 Committees.
The Board President/Chair-elect shall approve the appointment of select members and
the chairs of all committees, unless otherwise specified herein. Committee
Chairs must be Professional Members of AHIMA.
The Board President/Chair shall be an ex
officio member of any committees without the right to vote unless
otherwise provided for in a resolution
or in these Bylaws. The Board
President/Chair-elect may, to the extent permitted by law, appoint members to
a committee who are not Directors.
Each committee shall exercise the
authority of the Board of Directors to the extent authorized by the Board of
Directors. However, a committee may
not by itself:
(a) approve action that requires full
Board approval or House of Delegates approval;
(b) fill vacancies on the Board of
Directors or any of its committees;
(c) amend the Articles of Incorporation;
(d) adopt, amend, or repeal the Bylaws; (e) approve a plan of merger, consolidation or
dissolution;
(f) employ or discharge from employment
the Chief Executive Officer of AHIMA; or
(g) amend, alter, repeal or
take action inconsistent with any resolution or action of the Board of
Directors when the resolution or action of the Board of Directors provides by
its terms that it shall not be amended, altered or repealed by action of a
committee.
Diversity, equity
and inclusion are core values of AHIMA
which shall guide the activities of the Board and its committees. Each
committee shall be responsible within its focus area for promoting broad
diversity in the governance, staffing, outreach, and programs of AHIMA. This
includes, but is not limited to, fostering links between AHIMA and other
organizations serving various underrepresented populations, and reviewing
AHIMA’s programs, publications, and initiatives to assure multi-cultural
sensitivity and inclusivity.
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Recommend
change in language to reflect practice as the President/Chair-elect approves
recommendations for appointment of committee members and chairs.
Recommend
change to clarify role of the President/Chair in committees to be ex officio
without the right to vote. Addresses quorum issues that have come up. The rationale is that the President/elect
should be able to attend any committee meetings, but due to the number of
committees and other obligations, would not need to attend all meetings.
Clarify
additional actions the committees may not take by itself with the addition of
(g). Standard bylaw language
recommended by outside legal counsel.
Add
reference to equity and inclusion with the statement on diversity as a core
value.
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9
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8.5
Nominating Committee
The Chair and the members of the
Committee must be Professional Members of AHIMA. The Chief Executive Officer
shall serve as a non-voting, ex-officio member of the Committee. The Committee shall identify and recruit
qualified individuals to serve on the Board of Directors and as Officers of
AHIMA. The Committee shall nominate
for election by the Professional Members in accordance with Section 5.2
candidates for open Director and Officer positions, and certain candidates
for The Commission on Certification for Health Informatics and Information
Management in accordance with the terms of the Commission on Certification
for Health Informatics and Information Management Operating Code.
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Recommend revision to:
The Chair and the members of the
Committee must be Professional Members of AHIMA. The Chief Executive Officer or designee shall serve as a non-voting, ex-officio
member of the Committee. The Committee
shall identify and recruit qualified individuals to serve on the Board of
Directors and as Officers of AHIMA.
The Committee shall nominate for election by the Professional Members
in accordance with Section 5.2 candidates for open Director and Officer
positions, and certain candidates for the Council for
Excellence in Education and The Commission on Certification for Health
Informatics and Information Management in accordance with the terms of the
Commission on Certification for Health Informatics and Information Management
Operating Code.
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Recommend
addition of language stating ability of the CEO to provide a designee as a
representative from the executive office.
Add
CEE to the list of candidates for nomination.
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10
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11.1 Commission on Certification for
Health Informatics and Information Management:
(b)
Powers and Duties. The
Commission shall exist as an independent body within AHIMA; however, for tax,
fiscal, and other administrative purposes, the Commission shall be considered
an AHIMA function. The Commission has sole and independent authority in all
matters pertaining to the certification and recertification activities of
health informatics and health information professionals.
(c) Composition and Election.
The Commission shall consist of no fewer
than fifteen (15) voting members. AHIMA shall be represented on the
Commission by Professional Members of AHIMA, that are AHIMA-approved
certificants, who shall be elected to the Commission by the membership of
AHIMA. AHIMA Professional Members shall, as closely as possible, constitute
forty percent (40%) of the Commission members. At least one (1) voting member
of the Commission shall be a consumer or member of the public. The policy and
procedures for composition and election of the Commission shall be set forth
in the AHIMA Commission on Certification for Health Informatics and
Information Management Operating Code.
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Recommend revision to:
11.1 Commission on Certification for
Health Informatics and Information Management:
(b) Powers and Duties. The Commission shall exist as an
independent body within AHIMA; however, for tax, fiscal, and other
administrative purposes, the Commission shall be considered an AHIMA function
and subject to the oversight and authority of the
Board of Directors. The Commission has sole and independent authority
in all matters pertaining to the certification and recertification activities
of health informatics and health information professionals, subject to the oversight and authority of the Board of
Directors.
(c) Composition and Election.
The Commission shall consist of no fewer
than fifteen (15) voting members. AHIMA shall be represented on the
Commission by Professional Members of AHIMA, that are AHIMA-approved
certificants, who shall be elected to the Commission by the membership of
AHIMA. Elected AHIMA Professional Members
shall, as closely as possible, constitute forty percent (40%) of the
Commission members. At least one (1) voting member of the Commission shall be
a consumer or member of the public. The policy and procedures for composition
and election of the Commission shall be set forth in the AHIMA Commission on
Certification for Health Informatics and Information Management Operating
Code.
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1.1 – (b) Clarify Board’s oversight role
(c)
– Provide clarification on the intent behind the requirement that 40% of the
commissioners be elected as opposed to appointed.
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11
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ARTICLE
XII: Component State Associations
12.1 Organization
A Component State Association
shall be organized in every state. Organizations in the Commonwealth of
Puerto Rico, the District of Columbia, and in the territorial possessions of
the United States shall be considered Component State Associations. No AHIMA
member may belong concurrently to more than one Component State Association,
and there shall be only one Component State Association in any state, the
Commonwealth of Puerto Rico, the District of Columbia, or in any
territory. At the time of annual dues
payment, each AHIMA member shall designate one Component State Association to
which to belong.
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Recommend revision to:
12.1 Organization
A Component Association shall
be organized by state. Notwithstanding the foregoing,
one or more Component Associations may combine to represent multiple states
if agreed upon by the members of the Component Associations and approved by
the AHIMA Board of Directors. Organizations in the
Commonwealth of Puerto Rico, the District of Columbia, and in the territorial
possessions of the United States shall be considered as eligible for Component Association affiliations. No AHIMA member may belong
concurrently to more than one Component Association. At the time of annual dues payment, each
AHIMA member shall designate one Component Association for affiliation.
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2.1 – Update bylaws to reflect request from New
Hampshire and Vermont to merge CSAs.
AHIMA
staff have developed additional guidance for CSAs in the event they are
seeking merger and operational issues that may arise. The changes contemplate
that mergers of states are permitted, but not the creation of multiple
component associations with the same state.
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12
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12.4 Governance.
A Component State Association shall be
governed in accordance with the bylaws of the Component State Association.
The bylaws of each Component State Association and all amendments thereto
shall be submitted for review and approval to the AHIMA Board of Directors
before adoption. They shall conform with the provisions governing Component
State Associations as provided for in these Bylaws and in the AHIMA Policy
and Procedure Manual.
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Recommend revision to:
12.4 Governance.
A Component State Association shall be
governed in accordance with the bylaws of the Component State Association and shall enter into an Affiliation Agreement provided to
it by AHIMA. The bylaws of each Component State Association and all
amendments thereto shall be submitted for review to the AHIMA staff on behalf of the Board of Directors before
adoption. The bylaws shall conform with the
provisions governing Component State Associations as provided for in these
Bylaws and in the AHIMA Policy and Procedure Manual.
NOTE: “State” will be removed from all
references throughout the Bylaws pending approval of the amendment to
provision 12.1.
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12.4 – Update bylaws to reflect current practice
of AHIMA staff reviewing CSA bylaws on behalf of the Board of Directors for
consistency with AHIMA bylaws. As CSAs are independent legal entities, CSAs
are responsible for ensuring bylaws are consistent with their own state laws.
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13
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12.6 Dues Payment to Component State
Associations.
Twenty percent (20%) of the annual AHIMA
member dues collected from the members of each Component State Association by
AHIMA shall be paid over annually to such Component State Association for use
in carrying out the purposes of AHIMA.
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Recommend revision to:
12.6 Dues Payment to Component State
Associations
Twenty percent
(20%) of the annual AHIMA member dues collected from the members of each
Component State Association by AHIMA shall be paid over annually to such
Component State Association in good standing in their
state of incorporation and in good standing with AHIMA with respect to
meeting its obligations under the applicable Affiliation Agreement for
use in carrying out the purposes of AHIMA. If a CSA is unable to, or otherwise fails to, in any
material respect, carry out such responsibilities, AHIMA, at its reasonable
discretion, may withhold all or a portion of such member dues and provide appropriate services directly to the member of such
CSA.
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12.6
– Recommend addition of language regarding payment of rebate contingent on
CSAs meeting requirements as outlined in the Affiliation Agreement. This
language supports what is already included in the CSA Affiliation Agreement;
if approved, AHIMA staff will work closely with CSAs to assist them with
meeting the requirements of the Affiliation Agreement. A process outlining
how the CSAs would be evaluated to determine their rebate is attached. The
Maturity Model that is being rolled out will also support CSAs in meeting
expectations. Note a change from the
Affiliation Agreement to add the requirement that a failure be “Material” and
discretion be “reasonable.”
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14
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Amendments
Addressing Use of Electronic Meetings
4.7 Annual Meeting of the Members.
An annual meeting of the members shall be held each year for the
purpose of education on matters of relevance to the health information
profession and to AHIMA, professional networking, and for the transaction of
such other business as may come before the meeting. Members may participate
in the annual meeting, or any other membership meeting, by means of
conference telephone or by other means by which all members participating are
able to simultaneously hear each other and be heard during the meeting, and
such participation shall constitute presence in person at the meeting.
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Recommend revision to:
4.7 Annual Meeting of the Members.
An annual meeting of the members shall be held each year for the
purpose of education on matters of relevance to the health information
profession and to AHIMA, professional networking, and for the transaction of
such other business as may come before the meeting. Members may participate
in the annual meeting, or any other membership meeting conducted
electronically, either in lieu of or as an extension of an in-person meeting,
to the extent permitted by applicable law. For purposes of this section, a
meeting is conducted electronically if through the use of a conference
telephone or other communications equipment or platform which permit all
persons participating in the meeting to communicate with each other.
Participating in a meeting by such means constitutes presence in person at
the meeting.
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4.7
- Change the wording to be consistent with all sections that reference
meetings to accommodate virtual participation and follows the requirements of
Illinois Not for Profit Act.
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15
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Recommended
Addition
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4.12 Use
of Electronic Meeting and Notice Resources
The Board
of Directors of AHIMA, at its discretion, may allow any meeting of the
membership to be conducted electronically, either in lieu of or as an
extension of an in-person meeting, to the extent permitted by applicable law.
For purposes of this section, a meeting is conducted electronically if
through the use of a conference telephone or other communications equipment
or platform which permit all persons participating in the meeting to
communicate with each other. Participating in a meeting by such means
constitutes presence in person at the meeting.
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4.12
– New item to provide consistent definition for electronic and virtual
meetings. This change
is consistent with Sect 7.2 that gives the BOD the power to determine the
time and place of the annual meeting of the HOD.
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16
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5.16 Use of Electronic Meeting and Notice
Resources.
Any meeting provided for in these Bylaws
may be conducted electronically, either in lieu of or as an extension of an
in person meeting, to the extent permitted by applicable law. For purposes of this section, electronic
meetings include net meetings, webinars, chat rooms, conference calls, or any
other electronic medium in which Directors may both send and receive
contemporaneous interactive communications, to the extent permitted by
law. Participating in a meeting by
such means constitutes presence in person at the meeting.
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Recommend revision
to:
5.16 Use
of Electronic Meeting and Notice Resources
The Board
of Directors of AHIMA, at its discretion, may allow any meeting of the Board
to be conducted electronically, either in lieu of or as an extension of an
in-person meeting, to the extent permitted by applicable law. For purposes of
this section, a meeting is conducted electronically if through the use of a
conference telephone or other communications equipment or platform which
permit all persons participating in the meeting to communicate with each
other. Participating in a meeting by such means constitutes presence in
person at the meeting.
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5.16 –
Recommend update of the definition to be consistent in all sections that
reference electronic or virtual meetings.
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