By-Laws

Northern Ohio Society for Healthcare Engineering (NOSHE)
Bylaws
Amended August 22, 2016




ARTICLE I - NAME and AFFILIATION

Section I – Name

This Society shall be known as the Northern Ohio Society for Healthcare Engineering, herein after known as NOSHE.

Section II – Affiliation

The Association (NOSHE) shall be affiliated with the American Society for Healthcare Engineering

Section III - Not for Profit

NOSHE is organized as a not for profit association. No part of its income and earnings shall be used for the exclusive benefit of any member, officer or any other individual.


ARTICLE II - OBJECTIVES

NOSHE'S objectives:
  • To provide an educational opportunity for healthcare engineers to broaden and improve their capabilities of operating and maintaining the plant systems, equipment and safety of the environment of care.
  • To stimulate the exchange of information and to further professional, educational, and personal development of its membership.



ARTICLE III - MEMBERSHIP, DUES AND VOTING PRIVLEGES

Section I - Eligibility

Membership in the following categories is available to individuals who support NOSHE’s mission, goals and objectives:

Healthcare Member
Healthcare membership in NOSHE shall be available to individuals who are actively employed in or by healthcare-related facilities (those that provide patient care), and who have responsibility in healthcare facility operations (e.g. facilities management, plant engineering, design/construction, security, safety and clinical engineering.) Healthcare Members may vote, hold office and serve on committees.

Affiliate Member
Affiliate membership in NOSHE shall be available to individuals who provide professional, technical and consulting services to Healthcare Members but whose employers are not healthcare providers (providing patient care). Affiliate members may vote, hold office and serve on committees. Affiliate Members cannot hold office of President or President elect. No more than seven board positions may be filled by Affiliate Members.

Honorary Member
An Honorary Member is a former member who has left their healthcare related position. This member will have no voting rights and shall not hold an elective office. The Board of Directors by majority vote shall have the right to designate honorary membership on an individual who is otherwise ineligible for membership.

ASHE Membership Requirement
A minimum of twenty five percent (25%) of the total membership in NOSHE should be members in good standing with ASHE. Affiliate memberships will be restricted to maintain the twenty five percent (25%) ratio.

Section II - Application for Membership

All persons applying for any level of membership will be required to submit a completed application and payment of initial membership dues. New membership applications shall be submitted to the Membership Committee for approval by a majority vote at the Committee meetings.

Section III - Termination of Membership

Resignation
A member may at any time file a resignation from NOSHE in writing with NOSHE's President. Paid dues may be refunded with a majority vote of the board of directors.

Suspension or Expulsion
NOSHE may suspend or expel any member for cause only after giving such member an opportunity for a hearing at the Board of Directors Meeting. Recommendations for such action must be filed with the Secretary at least fifteen (15) days prior to the Board of Directors Meeting. A member shall not be suspended or expelled except by majority vote of the Board of Directors.

Failure to Pay Dues
Members failing to pay annual membership dues ninety (90) days after their renewal date will be considered delinquent and membership will terminated.

Section IV - Dues
Dues are payable annually based on registration date. All members will pay dues individually to be considered a member in good standing.

Dues notices will be sent to all members in good standing thirty (30) days prior to their 12 month expiration.

Healthcare Member
Annual dues for Healthcare Membership shall be fifty ($50.00) dollars and will include a membership certificate.

Affiliate Member
Annual dues for Affiliate membership shall be one hundred ($100.00) dollars and will include a membership certificate.

Honorary Member
Honorary members shall pay no dues.


ARTICLE IV - OFFICERS AND BOARD OF DIRECTORS

Section 1 - Board of Directors
The property, business and affairs of NOSHE shall be governed by the Board of Directors. The Board of Directors shall be comprised of the officers named below. All Board actions and decisions shall be decided by the majority of the Board present at a board meeting. A quorum for each board meeting shall be five (5) board members. All Board members shall also be members of ASHE.

A. Elected Board Members:
  1. Immediate Past President
  2. President
  3. President-Elect
  4. Secretary
  5. Treasurer
  6. Hospital Member at large (2)
  7. Affiliate Member at large (2)

B. Appointed Board Members:
  1. Programs Chair
  2. Membership Chair
  3. Communications Chair
  4. Advocacy Liaison
  5. Sustainability Liaison


Section II - Term of Office

The Immediate Past President, President and President-Elect will serve a term of one year.

The Treasurer and Affiliate Members at large will be elected by the Members for two years on the even year.

The Secretary and Hospital Members at large will be elected by the Members for two years on the odd year.

The Programs, Membership, and Communications chairs will be appointed for a one year term by a majority vote of the incoming Board.

The Advocacy Liaison and Sustainability Liaisons will be appointed for a one year term by a majority vote of the incoming Board.

Committee chairs for the next year, shall be appointed by October 1, to take office on January 1 of the following year. These appointments shall be documented in the next Board meeting’s minutes.

Section III - Vacancies

If any vacancies occur on the Board of Directors, The Board may appoint a person to fill the vacancy for the duration of the term of office.

Section IV - Election Procedure

Nominations for expiring Board of Director offices will be announced by a call for nominations sent to all members by a means designated by the Board of Directors. The Board will convene a nominating committee to review all applications for positions and recommend those eligible for election to the Board for their inclusion on the ballet. The board will approve the ballet prior to the election by a means designated by the Board of Directors. Elections will be held at the fall general membership meeting with the results announced at the end of the meeting or by mail and email sent to all members.

The incoming President will notify newly elected officers by means designated by the Board.

The Board of Directors will determine the methods and rules used to conduct the election process.

Section V - Duties of the Officers

Immediate Past President - Will serve at the direction of the President and shall assume duties as assigned.

President - Shall preside at all meetings of the Board and of the membership and shall appoint any special committee chairs.

President-Elect - Shall, in the absence or inability of the President, perform all the duties and assume all responsibilities of the President. Will assume office of the President at the end of the President’s term of office.

Secretary - Will keep minutes of all meetings and records of all decisions. Is responsible for distribution of meeting notices and other NOSHE correspondence.

Treasurer - Responsible for maintaining all financial records and accounts for NOSHE. Shall receive and disburse funds of NOSHE at the direction of the President and Board of Directors.

Section VI – Fiscal year

The fiscal year of NOSHE shall be a calendar year. The Board of Directors by simple majority vote may extend the term of all elected positions to coincide with the start of the fiscal year.


ARTICLE V - COMMITTEES

The following standing committees shall consist of not less than three members each and will function as follows:

Membership - Duties will be to promote membership in NOSHE and attendance at the annual meeting. Chairperson shall be the Membership Chair.

Programs and Education - Duties shall be to plan and arrange all educational meetings, programs and projects of NOSHE subject to approval by the Board. Chairperson shall be Programs Chair.

Nominating - Duties will be to submit a list of suggested nominees, who have agreed to serve if elected, for the available offices of NOSHE. Chairperson shall be a Past President.

By-laws - Duties will be to consider and make recommendations, proposed revision to the by-laws of NOSHE. Chairperson shall be a current Board Member.

Communications - Duties shall be to maintain the NOSHE website and keep a current mail and email list for use by the Secretary. Chairperson shall be the Communications chair.

Special Committees - The President is authorized to appoint special committees as he/she deem appropriate and appoint the Chair and members thereof. The term of office will be twelve (12) months, unless otherwise specified by the President. The committee shall be discharged automatically at the end of the time period.


ARTICLE VI - MEETINGS

Section I - Board Meetings
Board meetings will be held bi-monthly with a minimum of 5 meetings per year.
The meeting time and place will be sent to all Board Members at least fourteen (14) days prior to the meeting.


Section II - Annual Meeting

There shall be an annual meeting of general membership of NOSHE to be held at a time determined by the Board.

A notice of the meeting will be sent to all members at least thirty (30) days prior to the meeting.

The agenda of the annual meeting will be established by the board and will include:
  • Transaction of NOSHE business and committee reports.
  • Membership vote on changes to NOSHE bylaws.

Officers elected at the annual meeting shall take office on January 1 of the following year.


Section III - Regular meetings
Regularly scheduled meetings of the membership shall be determined by the Board.
The meetings time and place will be transmitted to the membership at least fourteen (14) days in advance of the meeting.


Section IV - Vote

Each Hospital and Affiliate Member in good standing shall be entitled to one vote in the performance of all business in NOSHE.


ARTICLE VII - BY-LAW CHANGES

Section I - Proposal

Changes to the By-laws must be submitted to the membership in the following manner:

Any proposed changes to the By-laws must be submitted in writing to the By-laws Committee.

The By-laws Committee must approve the changes and submit the proposed changes to the Board for approval.

The Board must approve the change by simple majority vote.

Section II - Approval

Approval of a proposed change to the by-laws must be made by one of the following manners:

The proposed change can be voted on at the annual meeting of the membership or,

The Secretary will mail or email of copy of the approved change to all members entitled to vote. A ballot will be included in the mailing. All ballots must be returned within thirty (30) days.

A simple majority vote of the returned ballots is required for approval.


ARTICLE VIII - MISCELLANEOUS

Section I - Payment of expenses

The Treasurer shall make payments for any indebtedness of NOSHE only after approval of the Board. The President shall approve all payments made by the treasurer.

Section II - Action without Meeting

Any action that may be authorized or taken at a meeting of the Board may be authorized without a meeting by the written or email consent of a majority of the members of the Board.

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