By-Laws
Conference of Metropolitan & Regional Hospital Associations
Approved by the CMHA Board of Directors April 1, 2021
ARTICLE I – NAME AND LOCATION
• Section 1. The name of this organization shall be the Conference of Metropolitan/Regional Hospital Associations, a nonprofit corporation incorporated in the District of Columbia.
• Section 2. Office of the Organization shall be located in the District of Columbia and/or such other localities as may be determined by the Board of Directors.
ARTICLE II – OBJECTIVES
The objectives of this organization shall be: (excerpted from Articles of Incorporation):
• To represent the needs and concerns of metropolitan hospital associations and to focus attention on the problems associated therewith 2. To provide a method of communication between metropolitan/regional hospital associations and other health care agencies and organizations 3. To develop and maintain methods and mechanisms for exchange of ideas and information between metropolitan/regional hospital associations 4. To conduct educational programs for metropolitan/regional hospital associations designed to improve staff understanding of professional issues and approaches to improving hospital care and association management per se; 5. To provide a forum for the exchange of information and the sharing of experiences among metropolitan/regional hospital associations and to focus attention upon common interests and problems and offer solutions thereto 6. To conduct studies and surveys and provide other services as indicated and in furtherance of the primary purpose of this Corporation.
ARTICLE III – MEMBERSHIP
• Section 1 Regular Membership: Membership shall be limited to metropolitan and regional hospital associations meeting criteria such as:
• An organization consisting primarily of hospitals, health systems or other healthcare organizations situated in a metropolitan or regional area & serving an area consisting of no less than one county. 2. Its membership activities shall be supported, at least in part, by membership dues or shared service revenues. 3. It shall provide representation services or collaborative issue management services on behalf of its members. 4. It shall have a Board of Trustees/Directors or a designated governing body/steering committee which sets its policy or provides guidance on
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operations. 5. It must have its own operating budget and at least one executive who is accountable to its Board of Trustees/Directors or designated governing body.
• The Chief Executive Officer or his/her designee of each member association in good standing shall be entitled to cast one vote at membership meetings.
• Section 2. Additional Classes of Members: The Board of Directors may, by resolution duly adopted, propose additional classes of members, which may have differing rights, powers and privileges.
• Section 3. Application for Membership: All applicants for membership shall complete and sign the form of application provided by the organization and submit the application to the principal office of the organization.
• Section 4. Admission of Members: Admission of all applicants for membership shall be by a majority vote of those present and voting at any meeting of the Executive Committee or the Board of Directors, or by the Board of Directors in the event an applicant does not meet all of the stated criteria under Section 1.
• Section 5. Removal: The Board of Directors for cause may remove Members of any classification from membership by two-thirds vote. For any cause other than non-payment of dues, removal shall occur only after the member complained against has been advised of the complaint lodged against him/her and has been given reasonable opportunity for response.
• Section 6. Reinstatement: A former member desiring a continuous membership record may be reinstated on showing proof of qualification and paying all dues in arrears. If, however, a continuous membership record is not desired, the member may be reinstated on showing proof of qualification and paying current year’s dues.
• Section 7. Resignation: Any members may resign by filing a written resignation with the chairman of the organization.
ARTICLE IV – DUES
• Section 1. Establishment of Dues: Dues and program fees, if any, for all classes of membership shall be established by the Board of Directors.
• Section 2. Refunds: No dues shall be refunded to any member whose membership terminates for any reason.
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ARTICLE V – MEMBERSHIP MEETINGS
• Section 1. Meetings: The Annual Meeting of the membership shall be held at such place and on such dates as shall be fixed by resolution of the board. There being no other regularly scheduled meetings of the membership, such meetings as may be deemed necessary to conduct business properly transacted by the membership may be called by the chairman, or in his/her absence, by the chairman-elect, upon resolution of the Board of Directors or upon the written petition of not fewer than six (6) Conference members, which resolution or petition shall state the purpose for which the meeting is called. The chairman, or chairman-elect, as the case may be, through the secretary-treasurer, shall give notice in writing to the members of the Conference not less than ten (10) days before the date fixed for the meeting; which notice shall recite the purpose of the meeting except that, if such meeting is to be held coincident with the date of a regular or special meeting of the Board of Directors, no notice thereof need be given and the members hereby waive such notice as would otherwise be necessary.
• Section 2. Quorum: At any meeting of the membership, a majority of the members present shall constitute a quorum.
ARTICLE VI – BOARD OF DIRECTORS
• Section 1. Authority and Responsibility: The governing body of this organization shall be the Board of Directors. The Board of Directors shall have supervision, control and direction of the affairs of the organization, its committees and publications, shall determine its policies or changes; shall actively prosecute its objectives and supervise the disbursement of its funds. The board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable.
• Section 2. Composition: The Board of Directors shall consist of the regular members in good standing of the organization.
• Section 3. Regular meetings: The Annual Meeting of the Board of Directors shall be held in conjunction with the Annual Meeting of the membership.
• Section 4. Special Meetings: Special meetings of the board may be called at any time by the chairman or upon receipt of a written request by six (6) members of the board. The business to be transacted at any special meeting shall be stated in the notice thereof.
• Section 5. Notice of Meetings: Notice of any meeting of the Board of Directors shall be sent to the last known address of each director not less than ten (10) not more than forty (40) days before the date of the meeting. Notices may be sent by electronic means.
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• Section 6. Quorum of the Board: At a regular or special meeting of the directors, a quorum shall consist of a majority of those present.
• Section 7. Voting: At any meeting of the board or its Executive Committee, majority vote of the directors’ present and voting shall govern.
• Section 8. Voting by Mail: Proposals may be offered to the board for a mail, phone conference call or e-mail vote. On any vote, no less than one-third of all directors shall cast a ballot to constitute a valid action and a majority of those voting shall determine the action. The action taken must be reported to the directors at the next regular meeting of the board.
• Section 9. Cancellation of Meetings: The Board of Directors may cancel any regular or special meeting for cause. Notification of the cancellation will be provided. In the event of cancellation of the Annual Meeting, the secretary-treasurer shall send to the membership the report of the Nominating Committee.
• Section 10. Rules of Order: The meetings and proceedings of this organization shall be regulated and controlled according to Roberts Rules of Order (Revised) for parliamentary procedure, except as may be otherwise provided by these bylaws.
ARTICLE VII – OFFICERS
• Section 1. Elected Officers: The elected officers of this organization shall be a chairman, chairman-elect and a secretary-treasurer to be elected by the membership at the Annual Meeting of the organization and to serve until their successors have been duly elected and assume office. The chairman-elect shall automatically succeed to the chairmanship.
• Section 2. Qualifications for Office: The chief executive officer of any regular member in good standing shall be eligible for nomination and election to any elective office of this organization.
• Section 3. Nomination and Election of Officers: In accordance with the procedure specified in Article X, Section 1, the Nominating Committee shall prepare and submit to the members at the Annual Meeting a nomination for each of those offices which are vacant or about to expire. The Nominating Committee shall also nominate a “Member-at-Large” to serve on the Executive Committee. Any person so nominated shall have given his/her prior consent to nomination and election as an officer. Additional nominations may be made from the floor.
• Section 4. Term of Office: Each elected officer shall take office on January 1 following installation at the annual meeting and shall serve for a term of two (2) years or until his/her successor is duly elected and qualified. Each elected officer shall serve concurrently as a member of the Board of Directors and as a member of the Executive Committee.
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• Section 5. Re-Election: Each elected officer shall be eligible to serve a single year term. Further service in the same officer capacity is precluded until at least one year shall have elapsed, except additional consecutive terms in the same officer capacity may be approved by the Board of Directors.
• Section 6. Vacancies – Removal. Vacancies in any elected office may be filled for the balance of the term thereof by the Board of Directors at any regular or special meeting. The Board of Directors, in its discretion, by a two-thirds vote of all its members, may remove any officer from office for cause.
• Section 7. Compensation: Elected officers shall not receive any compensation for their services.
ARTICLE VIII – DUTIES OF OFFICERS
• Section 1. Chairman: The chairman shall preside at all meetings of the CMHA. He/she shall appoint standing committees and special committees. He/she shall be an ex-officio member, with right to vote on all committees except the Nominating Committee.
• At the Annual Meeting of the organization and at such other times as he/she shall deem proper, the chairman shall communicate to the members such matters and make such suggestions as may in his/her opinion tend to promote the welfare and increase the usefulness of the organization. He/she shall perform such other duties as are necessarily incident to the office of the chairman or as may be prescribed by the Board of Directors.
• Section 2. Chairman-Elect: The chairman-elect shall succeed to the chairmanship. His/her duties shall be as delegated to him by the Board of Directors. The chairman-elect shall perform the duties of the chairman in the event of absence or inability to serve.
• Section 3. Secretary-Treasurer: The secretary-treasurer shall be in charge of the organization’s funds and records. As treasurer, he/she shall be responsible for the collection of all member dues and/or assessments; shall have established proper accounting procedures for the handling of the organization’s funds and shall be responsible for the keeping of the funds in such banks, trust companies and/or investments as are approved by the Executive Committee. He/she shall report on the financial condition of the organization at all meetings of the Board of Directors and at other times when called upon by the chairman.
• As secretary of the association, he/she shall be responsible for the proper mailing of notices to members. He/she shall see to the proper recording of proceedings of meetings or the organization, Board of Directors and all committees; and carry into execution all orders, votes and
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resolutions, not otherwise committed. He/she shall see that accurate records are kept of all members. He/she shall keep the seal of the organization.
• Such duties of the secretary-treasurer as may be specified by the Board of Directors may be delegated to a designated staff member.
ARTICLE IX – EXECUTIVE COMMITTEE
• Section 1. Authority and Responsibility: The Executive Committee may act in place of the Board of Directors between board meetings on all matters except election of officers, modification of the by-laws, alteration of annual dues and/or dissolving or merging the organization. Actions of the Executive Committee shall be reported to the board at the next board meeting.
• Section 2. Composition and Election: The Executive Committee shall consist of the Chair, Chair-Elect, Secretary/Treasurer, Immediate Past Chair and one “Member at Large” ratified by the Board of Directors.
• Section 3. Vacancies: Any vacancy occurring on the Executive Committee shall be filled in the manner as provided in Article VII, Section 6. Any committee member so elected to fill a vacancy shall serve the unexpired term of his/her predecessor.
• Section 4. Duties: The Executive Committee shall review and approve the annual operating budget, agendas for CMHA meetings, new association initiatives and conduct the annual performance review of the Executive Director.
ARTICLE X – STANDING AND SPECIAL COMMITTEES
• Section 1. Nominating Committee: The chairman shall appoint a Nominating Committee, which shall consist of the Immediate Past Chair, who shall serve as Chair of the Nominating Committee and the next two most recent Past Chairs to serve as members of the Committee. If the most recent past Chair is unavailable, the next most recent and or “Member-at-Large” may be substituted.
• Section 2. Special Committees: The chairman shall appoint such committees, subcommittees or task forces as are necessary and which are not in conflict with other provisions of these bylaws, and the duties of any such committees shall be prescribed by the Board of Directors upon their appointment.