Current Bylaws (pdf)

BYLAWS OF THE WEST VIRGINIA
HEALTH INFORMATION MANAGEMENT ASSOCIATION
2007

ARTICLE I

NAME

This organization shall be known as the WEST VIRGINIA HEALTH INFORMATION MANAGEMENT ASSOCIATION, herein referred to as WVHIMA.

ARTICLE II

PURPOSE

The purpose of the WVHIMA shall be identical with that of the American Health Information Management Association, herein referred to as AHIMA, namely to commit to excellence in the management of health information for the benefit of patients and providers.

ARTICLE III

MEMBERSHIP

Section 3.1:  Classes of Membership

There shall be three classes of membership:  Active, Student, and Honorary

1.      Active.  The Active membership of WVHIMA shall be composed of Active members in good standing of the AHIMA who are employed or who reside in the State of West Virginia and select West Virginia for their state association membership.  Active Members in good standing shall be entitled to vote, hold office, serve as a member of the Board of Directors, committee Chairperson, Committee member or delegate to AHIMA.

2.      Student.  Any student formally enrolled in a program for health information management administrators or technicians is eligible for student membership in WVHIMA.  Student members of AHIMA will automatically be student members of WVHIMA.  A student may retain this class of membership until the first qualifying examination for which he or she is eligible, after which time he or she shall be transferred to active  membership based on results of the examination.  Student members shall have all the rights and privileges of membership, including that of serving on committees and subcommittees in designated student positions with voice but no vote.  They shall not be entitled to other voting privileges, hold office or serve as delegates. 

3.      Honorary.  Any person who is an Honorary Member of AHIMA and resides in the State of West Virginia shall be an Honorary Member of WVHIMA.  These members shall be exempt from dues.   Honorary Members may not hold any other class of membership in WVHIMA.  Honorary members who are Active Members shall retain their active membership rights.

Section 3.2:  Application for Membership and Initial Dues

Applications for membership shall be in writing in the approved format of AHIMA accompanied by the amount for annual dues, fees, and/or assessment.

Section 3.3:  Expulsion

Any member who shall violate the Bylaws of AHIMA or WVHIMA, the Code of Ethics of AHIMA, the Standards for Initial Certification or the Standards for Maintenance of Certification may be expelled from membership as specified in the AHIMA Policy and Procedure Manual.  Expulsion from AHIMA would also terminate membership in WVHIMA upon notification from AHIMA.

Section 3.4:  Forfeiture

Any member who has not paid dues and assessments to AHIMA or WVHIMA within thirty (30) days of renewal date shall forfeit membership in WVHIMA.

Section 3.5:  Resignation

Any member in good standing may resign by submitting a resignation in writing to the President of WVHIMA.

Section 3.6:  Reinstatement

1.      A former member whose resignation has been accepted by AHIMA/WVHIMA shall be reinstated upon application and payment of current year’s dues and assessments.

2.      A former member whose membership has been forfeited for non-payment of dues and/or assessments shall be reinstated upon application and payment of current year’s dues and assessments, and any reinstatement fee that may be specified by the Board of Directors.

3.      An inactive member may be restored to the class of membership previously held upon application and payment of any difference in dues and assessments.

ARTICLE IV

MEMBERS MEETINGS

Section 4.1:  Meetings

1.      The annual convention of WVHIMA members shall be held in the spring of the year.  The time and place of the meeting shall be determined by the Board of Directors.

2.      Other meetings of WVHIMA shall be held such time and place as determined by the Board of Directors.

Section 4.2:  Notice of Meetings

Notice stating the place, day, and hour of any meeting shall be delivered personally, electronically, by US mail, or published in an official publication of WVHIMA, to each member by or at the direction of the President, or the Secretary.  Forty-five (45) days notice shall be given of the annual convention, and ten (10) days notice shall be given of any special meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage fully prepaid thereon, addressed to the member at his/her most recent address as it appears on the records of the Corporation.

Section 4.3:  Voting Rights

Each active member in good standing shall be entitled to one vote on each matter presented to a vote at any meeting of members.  To be entitled to vote, an active member must be present at the meeting and vote in person and not by proxy, except as expressly provided in ARTICLE V, Section 5.4 and ARTICLE VI, Section 6.5 of these Bylaws.

Section 4.4:  Quorum and Manner of Acting

The affirmative vote of a majority of the active members voting shall be necessary for the adoption of any matter voted on by the members unless a greater proportion is required. Each meeting of members shall be conducted in accordance with the current edition of Robert’s Rules of Order.

Section 4.5:  Cancellation

In the event of a national emergency or other circumstances prohibiting the holding of any meeting, the Board of Directors may cancel the meeting and prompt notice thereof shall be given to all members of WVHIMA.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1: Composition

The Executive Board of Directors shall consist of the President, the President-elect, the Vice President, the Secretary, the Treasurer, and the Immediate Past President and the Second Year Past President, and are designated herein as officer members of the Executive Board of Directors, and three (3) Directors elected at large from among those active members, who are not officers.  At each annual election the members shall elect one Director to serve a term of three years.  The President shall act as Chairperson of the Executive Board of Directors and the Secretary shall act as Secretary for the Executive Board of Directors.

Section 5.2:  Powers and Duties

The property, business and affairs of WVHIMA shall be managed by the Board of Directors except as may be reserved for the WVHIMA membership.  The board may exercise all such power of WVHIMA as are by law, or by these Bylaws directed or required to be exercised by the Board of Directors including to
 

1.      Provide for representation of the membership of WVHIMA on all matters internal and external.

2.      Establish the policies and procedures of WVHIMA and approve proposed modifications to the WVHIMA Policies and Procedures except as otherwise provided in these Bylaws.

3.      Develop and oversee the implementation of WVHIMA’s strategic plan.

4.      Approve the annual WVHIMA operating budget.

5.      Establish, oversee, and act on the recommendations of all committees, except as otherwise provided in these Bylaws.

6.      Serve as custodian over all funds and property of WVHIMA.

7.      Render a full report on the financial status and activities of WVHIMA to the WVHIMA membership at the annual convention.

The Board of Directors shall conduct at least one meeting per quarter.  Special meetings may be called by the President, or shall be called by the Secretary upon the written request of four or more members of the Board of Directors.

Section 5.4:  Quorum and Manner of Acting

The majority of the membership of the Board of Directors constitutes a quorum.  The affirmative vote of a majority of members present shall be necessary for the adoption of any matter unless otherwise required by law or these Bylaws.

Section 5.5:  Meeting Media

Meetings may be conducted by the technology of preference, after determining that all Board of Directors have the media available and consent to the use of such media.

Section 5.6:  Resignation or Removal

Any Officer Member or Director of the Board of Directors who finds it necessary to resign shall do so in writing and submit such notice to the Secretary or President of WVHIMA.  Any officer member or director of the Board of Directors may be removed for cause by the Board of Directors, providing such action is taken by a majority vote of the members of the Board.

ARTICLE VI

OFFICERS and DIRECTORS

Section 6.1:  Officers

The officers of WVHIMA shall be the President, President-elect, Vice President, Secretary and Treasurer.

Section 6.2:  Directors

There shall be three (3) Directors who shall serve a term of three years.

Section 6.3:  Eligibility

Only active members in good standing shall be eligible to serve as an Officer or Director.

Section 6.4:  Term and Succession of Office

The term of office for each officer shall be one year, with the exception of the Treasurer who shall serve for two years.  After serving in such an office for one year, the President-elect shall succeed to the office of President automatically without further action.

Section 6.5:  Nomination and Election

Nominations for Officers and Directors and Nominating Committee members shall be made by the Nominating Committee at least ninety (90) days prior to each annual convention.  Voting shall be by mail or electronic ballot.  Ballots shall be placed in the mail or on the web-site to all active members at least forty-five (45) days prior to the annual convention.  To be counted, a ballot must be returned, by mail or electronically, to the Credentials Committee Chairperson at least fifteen (15) days before the annual convention.  Nominations for Treasurer shall be every other year according to the same procedure.

Section 6.6:  Vacancies

Any vacancy shall be filled for the remainder of the unexpired term by action of the Board of Directors to designate an acting officer.  

Section 6.7:  Duties of Officers and Directors

1.      The President shall preside at all meetings of the Board of Directors and all meeting of members.  The President shall be an ex-officio member of all committees except the Nominating Committee.  The President shall appoint chairmen of all standing committees except otherwise provided in ARTICLE VII, and shall perform such other duties as the Board of Directors may from time to time determine.  The President shall serve as a First Chair Delegate to AHIMA.

2.      The President-elect shall serve as an officer member of the Board of Directors.  The President-elect shall serve as aid to the President and shall serve as a Second Chair Delegate to AHIMA.

3.      The Vice-President shall serve as an officer member of the Board of Directors.  The Vice-President shall serve as Chairperson of the Budget committee.  The Vice-President shall serve as a Fourth chair Delegate to AHIMA.  The Vice-President shall perform all presidential duties in the President’s and/or President-Elect’s absence or inability to act.

4.      The Secretary shall serve as an officer member of the Board of Directors and keep a permanent record of all meetings of WVHIMA and the Board of Directors.  The Secretary shall submit such records for approval at the meeting of the respective groups.

5.      The Treasurer shall serve as an officer member of the Board of Directors and have charge of managing all funds belonging to WVHIMA.  The Treasurer shall maintain records of all funds for or on behalf of WVHIMA in a financial institution(s) designated by the Board of Directors of WVHIMA.  The Treasurer shall make such financial reports as may be requested by the President, shall serve as a member of the Budget committee, and shall perform such other duties as the Board of Directors may from time to time determine.

6.      The Immediate Past President shall serve as an officer member of the Board of Directors, as a member of the Budget Committee and as a Third Chair Delegate to AHIMA.  He/she shall also preside over the ceremony of installation of new officers at the annual convention.

7.      The Directors shall serve as members of the Board of Directors.  The Directors shall become knowledgeable of WVHIMA Bylaws and Policies and Procedures as members of the bylaws committee and assist in carrying out the business of WVHIMA.  The Directors shall attend all meetings of the Board of Directors.

Section 6.8:  Removal

Any elected or appointed Officer or Director of WVHIMA may be removed for cause by the Board of Directors, providing such action is taken by a majority vote of the members of the Board.

ARTICLE VII

COMMITTEES

Section 7.1:  Standing Committees

1.      The Annual Convention Committee Chairperson shall be appointed by the President and other members appointed by the Chairperson.  Under the direction of the Board of Directors, the committee shall prepare and arrange for the program and facilities for the annual convention.

2.      The Budget Committee shall consist of the Vice President, the Treasurer, the President-elect and the Past President.  The Vice President shall serve as Chairperson of the Budget Committee.  The Committee shall prepare the annual budget and submit it to the Board of Directors for review prior to the Annual Convention.

3.      The Bylaws Committee shall consist of a Chairperson appointed by the President, and members shall be  elected Directors.  The Committee shall receive and/or recommend proposed bylaws amendments and shall prepare and submit them to the membership in the manner provided in ARTICLE X of these Bylaws.

4.      The Coding Quality Advisory Committee Chairperson shall be appointed by the President.  Such appointment shall be consistent with qualifications outlined in the procedures.  Members shall be selected by the existing members of the committee as outlined in the procedures.  The CQAC shall serve as a resource to WVHIMA members to resolve coding questions, promote coding uniformity and improve data quality.

5.      The Credentials Committee shall consist of a Chairperson appointed by the President and other members shall be appointed by the Chairperson.  The Committee shall verify the validity of and the count of ballots for the annual election of officers and directors.  The committee shall have the duty of registering those attending meetings and identifying those qualified to vote.

6.      The Distinguished Member Award Committee Chairperson shall be appointed by the President and other members shall be appointed by the Chairperson.  The committee shall coordinate the search and selection of a recipient for the Distinguished Member Award.

7.      The Education Committee Chairperson shall be appointed by the President and other members shall be appointed by the Chairperson.  The Committee shall promote educational activities that are conducive to the continued development and advancement of the members of the association and serve as a resource for educational materials relating to the field for members and the public.

8.      The Legislative Committee Chairperson shall be appointed by the President and other members shall be appointed by the Chairperson.  The Committee shall actively support and influence state and national legislative/regulations directly or indirectly relating to health information management.

9.      The Chairperson of the Marketing and Recruitment Committee shall be appointed by the President.  Other members shall be appointed by the Chairperson.  The Committee shall coordinate and promote the National Health Information Management week for WVHIMA members.

10.  The Membership Committee Chairperson shall be part of the Secretary duties, updating the membership rosters and the board of new members.

11.  The Nominating Committee shall consist of two members elected annually by the membership.  The Second Year Past President shall serve as the Chairperson.  If he/she is unavailable, the Chairperson shall be appointed by the President.  The Committee shall seek individuals to run for the appropriate offices for the upcoming year and distribute the ballot in accordance with the procedures and guidelines outlined in Article VI Section 6.5 of these Bylaws.

12.  The Public Relations Chairperson shall be part of the central office coordinator responsibilities serving as Editor of WVHIMA publications, maintain a current listing of WVHIMA members’ addresses and solicit articles from the membership.  The Committee shall publish a quarterly newsletter at a minimum and mail or post on the web-site to/for WVHIMA membership.

13.  The Scholarship Committee Chairperson shall be appointed by the President and other members shall be appointed by the Chairperson.  The Committee shall seek out and determine eligibility for financial aid, those qualified individuals pursuing a degree in Health Information Management from an accredited West Virginia college or university.

Section 7.2:  Other Committees

Other ad hoc committees may be appointed by the Board of Directors as needed.
 

Section 7.3:  Committee Qualifications and Business

1.      Active members in good standing shall be eligible for appointment as Chairperson or members of standing committees, unless otherwise expressly provided in these Bylaws or in the Procedures.  Terms of office shall be for one year unless expressly outlined in these Bylaws or in the Procedures.  Individuals may be reappointed to consecutive terms.

2.      A majority of any committee shall constitute a quorum and the act or vote of a majority of the committee members present at a meeting at which a quorum is present shall constitute the act or vote of the committee.

3.      Any committee member or Chairperson may resign at any time by giving written notice to the President of WVHIMA to be effective immediately or at a later time stated therein. Committee  vacancies shall be appointed  by the President.

4.      Each committee Chairperson shall present a written report to the President at least thirty (30) days before annual convention.

ARTICLE VIII

NATIONAL REPRESENTATION

Section 8.1:  Number of Delegates

Each Component State Association shall be entitled to one delegate for any portion of 100 Active Members and shall be entitled to one additional delegate for each additional 100 Active Members or major portion thereof, but no Component State Association shall be entitled to more than five (5) delegates.

Delegates to the AHIMA House of Delegates shall be determined as follows:  President—First Chair Delegate, President-elect—Second Chair Delegate, Past President—Third Chair Delegate, Vice President—Fourth Chair Delegate, Second Year Past President—Fifth Chair Delegate

Section 8.2:  Term of Office

The term of Delegate shall run simultaneously with the elected terms of the President and President-elect.

ARTICLE IX

MISCELLANEOUS

Section 9.1:  Dues

WVHIMA shall receive from AHIMA that portion of the dues paid to it by its members who are also members of WVHIMA, as may from time to time be provided by the AHIMA in its Bylaws or otherwise.  Such amounts received from AHIMA may be augmented by such assessment against the members of WVHIMA as may from time to time be established by vote of the membership at a duly constituted meeting, a quorum being present.

Section 9.2:  Waiver of Notice and Informal Action

Whenever any notice is required to be given to any person, a waiver thereof in writing signed by such person, whether before or after the time stated therein, shall be equivalent to giving such notice.  Any action which could be taken at any meeting of members or Board or Committees may be taken by unanimous written consent in lieu of a meeting signed by each person who could be entitled to be present and vote at such meeting.

Section 9.3: A non-Profit Corporation Dissolution

WVHIMA is organized for scientific and educational purposes and no part of its net earnings shall benefit any private member, Director, Officer, or other individual, except as provided herein.  In the event of a dissolution of WVHIMA, the assets thereof shall be distributed pursuant to a plan of distribution adopted in accordance with the laws of the State of West Virginia.

Section 9.4:  Compensation

Members of the Board of Directors, Officers, Committee Chairpersons, Committee Members and Delegates to the AHIMA shall serve without compensation.  Nothing herein, however, shall prevent the reimbursement of reasonable expenses incurred in connection with WVHIMA’s affairs.

Section 9.5:  Location

The location of the principal office of WVHIMA shall be the President’s city of residence, or such other place as the Board of Directors may from time to time select.

Section 9.6:  Fiscal Year

The fiscal year of WVHIMA shall begin on the first day of January each year and end on the thirty-first day of December each year.

Section 9.7:  Contracts, Checks, and Depositories

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of WVHIMA and such authority may be general or confined to specific instances.  All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness shall be signed by such officer or officers, agent or agents of WVHIMA not otherwise employed, and all funds received shall be deposited immediately to the credit of the Organization in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE X

AMENDMENT OF BYLAWS

Section 10.1:  Power and Voting

The power to alter, amend or repeal Bylaws or to adopt new Bylaws shall be vested solely in the Active Members by an affirmative vote of the majority. 

Section 10.2:  Submission Procedures

1.      A proposal for the alteration, amendment or repeal of Bylaws or adoption of new Bylaws may be initiated by (I) the Board of Directors, (II) the Bylaws Committee, or (III) any active member.  The Bylaws Committee shall review each proposed Bylaws amendment and prepare it for submission with such technical changes and conforming amendments to the proposal or any existing Bylaw and explanatory comments or recommendations as the Bylaws Committee shall deem necessary or desirable.

2.      The Bylaws Committee shall submit two copies of the proposed Bylaws amendments and supporting documents to the Director of Volunteer Services of AHIMA for approval.  After AHIMA approval, the proposed Bylaws shall be submitted to the membership for approval per procedures for the Bylaws Committee.

Section 10.3:  Notice

Written or printed notice of a proposal for alteration, amendment or repeal of any Bylaw or adoption of any new Bylaw, shall be distributed to members for a comment period of forty-five (45) days.  Such notice shall include the text of any proposed new or revised Bylaw, the comments and recommendations of the Bylaws Committee, if any, and a statement that the proposal will be submitted to a vote of Active Members.  Unopposed amendments will be adopted at the end of the forty-five (45) day comment period.

Section 10.4:  Effective Date

After the adoption by the active members as provided in Section 10.1 of these Bylaws, each alteration, amendment or repeal of any Bylaws or adoption of any new Bylaw shall be submitted to AHIMA to final signature of approval, and shall become effective upon receipt by WVHIMA of such final signature of approval or at such later date as may be set forth in such alteration, repeal or adoption.
 

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