As Amended August 2015
Table of Contents: Page #
ARTICLE I - Name of the Association 5
ARTICLE II - Officers of the Association 5
ARTICLE III - Trustees 5
ARTICLE IV - The Executive Committee 5
ARTICLE V - Nominating Committee 5
ARTICLE VI - Duties of the President 6
ARTICLE VII - Duties of the Vice-President/President Elect 6
ARTICLE VIII - Duties of the Secretary 7
ARTICLE IX - Duties of the Treasurer 7
ARTICLE X - Duties of the Sergeant-at-Arms 7
ARTICLE XI - Duties of the Executive Committee 8
ARTICLE XII - Duties of the Nomination Committee 8
ARTICLE XIII - Requirements for Regular Membership 8
ARTICLE XIV - Associate Membership 9
ARTICLE XV - Social Membership 9
ARTICLE XVI - Retired Members 10
ARTICLE XVII - Guests 10
ARTICLE XVIII - Constitution 11
ARTICLE XIX - By-Laws 11
Rules Of Order 11
ARTICLE I - Regular Meetings 12
ARTICLE II - Meetings Agenda 12
ARTICLE III- Member in Good Standing 12
ARTICLE IV -Dues 12
ARTICLE V - Abandonment of Office 12
ARTICLE VI - Officer Terminated or Laid Off 13
ARTICLE VII - Nominations 13
ARTICLE VIII- No Smoking Policy 13
ARTICLE IX - Amendments 14
ARTICLE X - Article of Dissolution 14
ARTICLE XI - Revisions 14
Whereas, it is determined that in forming an Association with the following purposes, it will be to our mutual benefit, as well as to that of the community, we the Healthcare Facility Managers of Delaware Valley declare that this organization was founded with the following main objectives:
1. To exchange information, render assistance whenever possible, and to foster a better fellowship among those in the field of Health Care Facilities Managers.
2. To create a mutual understanding between the Healthcare Administrators and the Health Care Facility Managers.
3. To give first consideration to the safety, comfort, and welfare of the patients.
4. To maintain educational programs so that all Healthcare Facilities Managers and Maintenance personnel can benefit from the knowledge of those who have had years of success as health care facility managers and from those who are nationally recognized and or certified in fields related to the facility health care manager.
We pledge ourselves to these declared objectives and organize the “Healthcare Facility Managers of Delaware Valley.”
The organization is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 50(c)(3) of the Internal Revenue Code, or corresponding sections of any future federal tax code. In the fulfillment of its Mission, the organization may receive and maintain a fund or funds of real or personal property, or both, and, subject to the restrictions and limitations set forth in this article, use and apply the whole or any part of the income from these funds and the principal of these funds exclusively for charitable, religious, scientific, literary, or educations purposes either directly or by contributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may be amended.
No part of the net earnings of the organization shall inure to the benefit of any director of the organization, officer of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization affecting one or more of its purposes), and no director or officer of the organization, or any private individual, shall be entitled to share in the distribution of any of the organization’s assets on dissolution of the organization. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
The organization shall distribute its income for each taxable year at such time and in such manner as not to become subject to tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws. Current non-profit law does not limit how much money an organization can make, or accumulate as net earnings. HFMADV shall limit the amount accumulated as net earnings, to two times the current approved annual budget. The executive committee shall be responsible for regulating the organizations net earnings to stay within the self-imposed limit maximum. The money shall stay within the organization for the furtherance of its mission.
The organization shall not engage in any act of self-dealing as defined in Section 4941(d) on the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.
Excess Business Holdings Prohibited
The organization shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.
Certain Investments Prohibited
The organization shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.
Certain Expenditures Prohibited
The organization shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.
Certain Activities Prohibited
Notwithstanding any other provision of these By-Laws, the organization shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may be amended, or by an organization to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code and its regulations as they now exist or as they may be amended.
In the event of dissolution of the organization, assets of the organization shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding sections of any future federal tax code, or shall be distributed to the federal government, or to a state of local government, for a public purpose. Any such assets not disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
The Executive Board shall keep at the organization’s registered office or its principal place of business: a) an original and/or copy of its bylaws, including all amendments thereto to date; b) an original and/or duplicate record of the proceedings of the Executive Board membership and committees; c) an original and/or copy of the Executive Board’s annual work statements/budgets, and annual reports; and d) an original and/or copy of the Executive Board membership register, giving the names and addresses of the Directors.
The fiscal year for the organization shall begin on the first day of January and end on the last day of December.
Conflicts of Interest
Board members hired on a contractual basis to perform staff duties shall not participate in decisions regarding their hiring, salary, and performance review. All compensation decisions shall be made by the Executive Board; provided, however, that Executive Board members who are salaried individuals or who are related to such salaried individuals shall not vote on matters involving such individuals’ compensation.
The organization shall submit an annual report each year on or before the end of March to the state of Pennsylvania as a requirement to maintain corporate status. Officers of the organization shall have access to the annual report prior to being submitted, to review the report for content accuracy.
Name of the Association
The name of the Association shall be:
Healthcare Facility Managers Association of Delaware Valley.
Officers of the Association
The Officers of this Association shall be: Past-President, President, Vice-President/President Elect, Secretary, Treasurer and Sergeant-at-Arms, the term of the office shall be one year. Each elected officer shall begin his/her term of office with the January meeting and shall serve a term of two years. All Officers are eligible for re-election, with the exception of the incumbent president; he/she shall be limited to two year term in office. The Vice-President/President elect will be the automatic sole nominee for president and shall serve as the next President. The nominating committee of the Executive Committee will submit alternate candidates if the Vice President /President Elect cannot assume the duties of the Association President.
A minimum of three (3) Trustees shall be appointed. These shall be the three most recent Presidents. Upon the election of each new President, the retiring President shall automatically be appointed as trustee. In turn, the trustee longest in office shall be retired or maintained at the request of the President.
- The two previous active Past Presidents are on the following Committees: Finance, By-laws, Nominating and Elections Committee.
- Provides general continuity and historical perspective on the Executive Committee.
- Undertakes special assignments as requested by the president.
The Executive Committee
The Executive Committee shall consist of the President, Vice-President/President Elect, Secretary, Treasurer and Sergeant-at-Arms, all trustees, and Chairman/Designate of all active committees and others as determined by the President.
The Nominating Committee shall consist of the Trustees, with the trustee longest in office being Chairman. Additional regular members may serve on the committee if the chairman so requires.
Duties of the President
The President shall:
- Preside at all meetings of the Association, preserves order therein, and votes on all motions or amendments.
- When the Association is equally divided the president shall be the deciding vote.
- Appoint, trustees for longer terms as needed, the chairpersons and members of all standing sub-committees not established by the Association Officer’s Job Descriptions, after consultation with the Executive Committee and;
- Represent the Association at conferences, meetings and before the general public and preside over Association activities and:
- Serve as chief executive officer of the Association with the authority to make decision on all Association affairs in consultation with the Executive Committee or an appropriate selection of members in accord with the Association’s by-laws and;
- Chair and set agendas for all Regular Membership and Executive Committee Meetings and;
- Develop the Association’s Calendar of Events, which identifies timetables for key individuals and groups for conducting Association business, in consultation with the Executive Committee.
- Supervise all plans for the efficient work of the Association and perform such other duties as usually bestowed upon a President.
- Be a member, ex-officio, of all committees, except the Nomination and Election Committees.
- Assume responsibility of all special projects approved by the Association and;
- Submit the Association’s Chapter Recognition Award application and;
- Review monthly financial reports and participate in the annual budgeting planning process and;
- The term of office is for two years. ,
- Then can-not hold the office again for a minimum of two years after serving. (An assumption of an unfinished predecessor’s term will not count as an elected term.)
- Serve at least eight (8) months in office to be eligible for Past Presidents recognition.
Duties of The Vice President/President Elect
The Vice President/President Elect shall:
- During the absence of the President shall perform the duties of the President and,
- In the event of the death, resignation, or removal of the President , shall assume the office, and serve for the balance of the term.
- The president-elect automatically assumes the uncontested nomination for the position of president when the current president’s term is completed.
- Preside over meetings in the absence of the President.
- The Vice-President will perform duties as assigned by the President.
Duties of the Secretary
The Secretary shall:
- Keep accurate minutes of all of the Association’s regular and executive committee meetings and assure these proceedings are disseminated through the Association’s newsletter or similar communiqué in a timely manner and;
- Maintain all official documents and records of the Association and assist with other correspondence and records as directed by the President and;
- Maintain the Association’s Web Site and;
- Collect and Prepair all documents and documentation for submittal of the Association’s Chapter Recognition Award application to the President and;
- Maintain the official records of the Association’s membership and;
- Perform special assignments as requested by the president.
Duties of the Treasurer
The Treasurer shall:
- Submit an annual operating budget for approval by the Executive Committee by November of each year and;
- Present an annual financial report to the Executive Committee and;
- Oversee financial activities of the Association and;
- Pay out and receive all monies as required in the transaction of official business of the Association and;
- Report to the President and the Executive Committee the financial condition of the Association on a regular basis and;
- Report to the general membership at regular meetings a summary report of financial activities that occurred between meetings and;
- Review financial affairs and make recommendations to the Executive Committee for the amount of annual dues to be assessed to the Association’s members and;
- Maintain accurate records of member’s dues status and;
- Carry out such budgetary and financial duties as may be assigned by the President and the Executive Committee.
- Perform special assignments as requested by the president.
Duties of the Sergeant-at-Arms
The Sergeant-at-Arms shall:
- Assure individuals attending meetings are members in good standing. Non-members will not be allowed to sit at meetings unless they are a guest of a member and;
- Collect monies for dinner at the door as members and guests register and;
- Provide a count of members in attendance, present to the treasurer and facility, and;
- Maintain attendance books for review as necessary and;
- Maintain Association insignia and ceremonial symbols and;
- Properly display and maintain flags and banners as necessary and;
- Perform special assignments as requested by the president.
Duties of the Executive Committee
The Executive Committee shall:
- Consist of the President, the Vice-President/President Elect, the Secretary, the Treasurer, the Sgt. of Arms, the trustees and chairpersons of a sub committee and;
- Meet upon the direction of the President or upon written request of five committee members.
- A simple majority of the Executive Committee shall constitute a quorum. Each member shall have one vote and decisions shall be by majority vote.
- Sub-Committee Chairpersons are appointed by the President and approved by the Executive Committee for one-year terms. Sub committee chairpersons are expected to attend and provide reports at the executive committee and regular meetings and;
- Perform special assignments as requested by the president.
Sub Committees are:
- Ad Book
- Chapter Recognition
- Education, Code, and Seminars
- Finance Committee
- Golf Outing
- Good and Welfare (Employment)
- Holiday Party
- Special Projects
- Trade Shows
- Web Site
- Vote for approval of the annual budget at the November meeting, at the October meeting the new budget shall be presented for review and/or amendment.
- Review the costs expected as listed on the approved budget and shall regulate the association’s dues for all categories of membership.
Duties of the Nomination Committee
It shall be the duty of this Committee to nominate candidates for the offices of President, Vice-President, Secretary, Treasurer, and Sergeant-at-Arms. The names of these candidates shall be reported at the October meeting. Nominations from the floor will still be in order at the October meeting. Only voting members in good standing may be nominated for any office, unless, stated otherwise in this Constitution and By-laws.
Requirements for Regular Membership
The regular membership of the Association shall consist of persons who are actively engaged as a person directly in charge of the Maintenance (and/or) Engineering Department of a health care facility (hospital, nursing home, behavioral health, university, specialty care facility, or other similar type facility), or his or her Assistants. Contracted health care professionals meeting the requirements stated herein and are approved by the Executive Committee and voted into membership at a regular meeting shall be considered regular members. Regular Members shall have voting rights, may serve on committees, and may be eligible to hold office. The Association shall continue regular membership by waiving payment of dues to those members who have not retired and are unemployed actively seeking employment and or if laid-off due to reductions for one year.
An Associate Membership in this Association may be granted to a company engaged in a trade or occupation related to a Health Care Facility and whose membership would benefit this Association.
Associate Members shall not have the right to hold officer or vote, nor shall they have any title of or interest in the assets of this Association. Associate Members may serve on committees. Associate Membership companies can have three (3) representatives at the Regular Meetings.
Beginning January 1st 2008 The designation of Associate Member shall be discontinued. No new designations of Associate Member shall be granted. Existing Associate Members shall remain until the company no longer holds membership in the HFMADV association, or the Executive Committee recommends that the Regular Membership take action to remove any Associate Member who ceases to be a benefit to the Association.
After the date mentioned above no new designations of Associate Member shall be granted.
A company is eligible to join the Association as a Social Member if that company does business with or relates in some manner to the Health Care Field. Social membership companies can have two (2) representatives at regular meetings.
All social membership applicants shall be screened by the Executive Committee and recommended to regular members for approval at a scheduled monthly meeting.
Social members can serve on committees.The Executive Committee can recommend that the regular membership take action to remove any social member from membership who no longer is engaged in a trade or occupation related to health care engineering or who ceases to be a benefit to the Association.
A Retired Member is one who is no longer employed by himself or herself, or anyone else.
Ten-dollar annual dues will be placed on retired members to maintain their status.
Retired Members shall have voting rights, serve on committees, and may be eligible to hold office. A Retired Member who becomes fully employed must apply for Regular or Honorary Membership or be dropped from the Association, and will no longer be considered eligible for retirement privileges. Retired members shall have voting rights, may serve on committees, and may be eligible to hold office.
The association encourages attendance at any function by prospective regular members, visiting members of other healthcare managers associations and related facilities managers groups, and visiting facilities managers or their assistants who are direct employees of healthcare facilities.
All members are also encouraged to bring direct employees of health care and types of facilities mentioned herein to the various educational programs sponsored by the association. Prospective and/or non-member vendors may not attend more than one meeting, unless given permission by the Executive Committee.
Questions on guests other than as stated above will be resolved by the President, subject to review by the Executive Committee.
This Constitution cannot be altered or amended unless proposed at a stated meeting and received the approbation of two-thirds of the members present and voting at an ensuing stated meeting. All members will be notified in writing within the meeting minutes.
By-laws, not repugnant to this Constitution or to the Constitution of the United States or of the State of Pennsylvania, may be passed at any stated meeting by a vote of two-thirds of the membership present and voting, notice of such alteration or amendments, having been given in writing at the stated meeting previous, and all members notified in writing.
RULES OF ORDER
1. The business shall be proceeded within the manner prescribed in the By-Laws.
2. The President shall preserve order and pronounce the decision of the meeting on all subjects; he shall decide questions or order without debate, subject to an appeal to the meeting by any two members, on which appeal no member may speak more than once when the question before the meeting shall be: “Shall the decision of the President stand as the judgement of the Meeting?”, which questions shall be taken by the Vice-President, the members may select any one of their number, qualified to preside. No further business shall be transacted until the appeal is finally settled.
3. No motion shall be subject to debate until seconded and stated from the chair by the President, who will ask, “Is this meeting ready for the questions?” If no member rises to speak, he shall rise and put it, and after he has risen to put the question, no member shall speak upon it.
4. A member making a motion or speaking shall be standing and shall address the President, confine himself to the question and must not speak more than once on the same question, unless to explain, until all those who wish to do so, no more than twice without permission from the chair.
5. A member, when speaking, shall not be interrupted except to call him to order or for the purpose of explaining, when called to order, he will, at the request of the President, take his seat until the question of order is determined.
6. A motion to adjourn is always in order after the regular business is completed.
7. A motion to lay on the table or to indefinitely postpone, being agreed on by two-thirds of the voting members present, shall be equivalent to a rejection if not taken from the table at the next regular meeting.
8. An amendment which destroys the original question will not be in order.
9. All questions not provided for in the By-Laws will be decided by ayes and nays, on a decision when called for by any member.
Regular meetings shall be held once each month except in July and August, the time and place of such meeting shall be decided upon by the members in regular session, a majority vote to prevail.
Agenda for Regular Meeting:
- Calling the meeting to order
- Salute to the flag
- Introduction of members
- Introduction of officers
- Reading of minutes/approval
- Updates/Old Business
- Treasurer’s Report
- Committee Reports
- New Business/Unusual Circumstances
- Educational Program
Agenda for Executive Committee
1. Calling the meeting to order
2. Old Business
3. Treasury Report
4. Committee Reports
5. New Business
Member in Good Standing
Any member who is current with payment of Healthcare Facility Managers Association of Delaware Valley membership dues shall be considered a member in good standing.
The annual dues of the association shall be reviewed and established by the executive committee.
Abandonment of Office
Should any officer absent himself for three (3) consecutive meetings, his position may be declared vacant, and a successor elected at the next meeting, and the vacancy filled as prescribed in the Constitution.
Any officer may be removed from office by the following recall procedure:
A. A petition must have been received which includes the name of the petitioner(s), name of the officer in question, and the reason(s) for the recall or a petition initiated and signed by any of the following elected officers and the two previous active Past Presidents.
- The petition must be read at an open meeting, prior to voting by the executive committee and;
C. If 2/3 of the following officers and past presidents vote yes, then the officer shall be consider removed from office.
- Sargent of Arms
- The last two active Past Presidents
- The Executive Committee shall appoint an individual to complete the term of the removed officer.
Officer Terminated or Laid Off
Any officer leaving health care employment shall resign their office within 30 days or an Officer shall be permitted to remain in office providing all the requirements listed below are met.
- Officer was terminated or laid off by the health care facility without being accused of illegal activities and,
- Is actively seeking a new position as a Health Care Facility Manager and,
- Meets all other obligations and requirements of the office during this time and,
- Has the approval of the Executive Committee to complete the current term of office.
- Any officer leaving health care employment shall resign their office within 30 days or an Officer shall be permitted to remain in office providing the Officer has retired or all the requirements listed below are met.
Nominations of officers shall be made at the October meeting of each year. No nominations from the floor at the November meeting.
Election of Officers shall be held at the November meeting with installation of Officers taking place at the executive meeting in December.
Only regular, honorary and retired members in good standing may vote.
Social Members may be nominated and run for the following positions of Sergeant of Arms and Secretary. According to ASHE regulations, only Healthcare members may run for the office of President and President-Elect.
Duties of The Vice President/President Elect
The Executive Committee shall meet more or less often upon the direction of the President
Duties of the Executive committee
A non-smoking policy has been adopted. There shall be no smoking at any organizational function.
The by-laws may be amended by a two-third affirmative vote of the members present and voting at any regular or special meeting of the organization provided the object of the proposed amendment has been given in writing in the notice of said meeting.
The Healthcare Facility Managers Association of Delaware Valley may be dissolved by a vote of two-thirds of the members present at a Special meeting called for that purpose. Upon dissolution of the Corporation, the Executive Committee shall pay or make provision for payment of all liabilities of the Corporation. They shall dispose of all assets of the Corporation to an organization operated for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization under Section 501 © (3) of the Internal Revenue Code. No individual shall be entitled to share in the distribution of any of its assets.
The foregoing Constitution and By-Laws became effective in June 1949 and were amended in April 1967, October 1976, February 1980, October 1982, March 1985, November 1985, May 1988, June 1991, September 1993, May 1997, May 2000, June 2002, and June 2003, and June 2004, and June 2005,May 2007, September 2010, August 2010, October 2012, and August 2015.
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