Bylaws

Bylaws for the Indiana Society for Healthcare Engineering, Inc.

ARTICLE I: NAME

Section 1. Name.

The name of this Corporation is Indiana Society for Healthcare Engineering, Inc. and such Corporation is hereinafter referred to as the “Society” or ”Corporation”.

ARTICLE II: RECORDS AND ACCOUNTING

Section 1. Records.

The following records or copies thereof must be kept at the principal office of the Secretary of the Corporation; the Articles or restated Articles of Incorporation and all amendments to them currently in effect; the Code of Bylaws or restated Bylaws and all amendments to them currently in effect; resolutions adopted by the Board of Directors with respect to Membership and fixing their relative rights, preferences, and limitations, if Memberships issued pursuant to those resolutions are outstanding; the minutes of all directors’ meetings, and records of all actions taken by directors without a meeting, for the past three (3) years; all written communications to Members generally within the past three (3) years, including financial statements furnished for the past three (3) years under the Indiana Business Corporation Law (the “Act”); a list of the names and business addresses of its current directors and officers; and its most recent annual report delivered to the Secretary of State under the Act. The above referenced records must at all times during regular business hours be open to the inspection of all persons permitted by law to inspect such records at the Secretary of the Corporation’s office, provided such person’s demand to inspect and copy such is made in writing at least five (5) business days before the date on which the person wishes to inspect and copy such records, except as otherwise provided by law.

The following records must be made available to a Member for inspection and copying, during regular business hours at a reasonable location specified by the Corporation, provided the Member meets the requirements set forth under the Act and gives the Corporation written notice of the Member’s demand at least five (5) business days before the date on which the Member wishes to inspect and copy; excerpts from minutes of any meeting of the Board of Directors; records of any action of a committee of the Board of Directors while acting in place of the Board of Directors on behalf of the Corporation; minutes of any meeting of the Members; records of action taken by the Members or Board of Directors without a meeting, to the extent not subject to inspection under the above paragraph of this section; accounting records of the Corporation which consist of correct books of all the business and transactions of the Corporation; and the record of Members which must contain the names, alphabetically arranged, of all entities who are Members of the Corporation showing such entity’s address, the certificate number of the Membership held by such entity, the date when such entity became the owner thereof, and the amount, if any, of the consideration paid to the Corporation for the issuance of such Membership certificate.

Section 2. Accounting Year.

The accounting year of the Corporation begins on January 1 and ends on December 31, except that the first year of the Corporation begins on the date of incorporation.

Section 3. Accounting Method.

The general accounting method of the Corporation is the cash method of accounting, except that the Corporation may use one or more of the special accounting methods, whenever appropriate, for the purpose of reporting, e.g., the income from installment sales or discount bonds or for any other appropriate items of income and deductions.

ARTICLE III. MEETINGS OF MEMBERS

Section 1. Place of Meetings

Every State meeting of the Members shall be held at the principal office or at such other place within or without the State of Indiana that the Board of Directors may select from time to time. Regular District meetings shall be held, once for each District during the spring months and once for each district during the summer months. Each district will also conduct a meeting during the Annual State meeting held during the fall months for the specific purpose of electing and installing new officers. The District Chairman shall have the authority to adjust the individual meeting times if he or she deems necessary.

Section 2. Semi-Annual Meetings

Each semi-annual meeting of the Members for educational programs and the transaction of such business as may properly come before the meeting will be held at a location approved by the Corporation’s Board of Directors during the Spring and Fall of each year. The Fall meeting shall be considered the Corporation’s required annual meeting, although if such Spring or Fall meetings have not been called and held for any reason, such meetings may be held at any time thereafter at a special meeting called for that purpose. The Secretary of the Corporation shall announce the Semi-Annual Meetings with reasonable advance notice.

Section 3. Special Meetings

Special meetings of the Members, unless otherwise provided by law, may be called at the direction of the President and with the approval of the Board of Directors and shall be called by the Secretary.

Section 4. Notice of Meetings

Notice of every meeting of the Members must be in writing assured by the Secretary. Such notice must state the purpose or purposes for which a special meeting is called, but need not state the purpose or purposes for which an annual meeting is called, and must state the date, time, and place where the meeting is to be held, and a copy thereof must be served, either personally or by mail or telegram, teletype, telephone, or other form of wire or wireless communication, charges prepaid, upon each Member of record entitled to vote at such meeting, at least thirty (30) days before, but not more than sixty (60) days before the meeting. If mailed or telegrammed, such copy must be directed to each Member at its address as it appears in the Corporation’s current record of Members, unless the Member has filed with the Secretary a written request that notices intended for such Member be mailed to some other address, in which case the notice must be mailed to the address designated in such request. Such notice is deemed waived by any Member who attends such meeting in person or by proxy, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. A Member may waive any notice required by the Act, the Articles of Incorporation, or this Code of Bylaws before or after the date and time stated in the notice, provided such waiver is in writing and is delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Unless otherwise required by law, notice of any adjourned meeting need not be given if the new date, time, or place is announced at the meeting before adjournment.

Section 5. Quorum for Meetings

Unless otherwise provided in the Articles of Incorporation or in this Code of Bylaws, the presence of the holders of record, in person or represented by proxy, of a simple majority of Members entitled to vote thereat is necessary to constitute a quorum for the transaction of business at any meeting of the Members. In the absence of a quorum at any such meeting or any adjournment of adjournments thereof, fifty-one percent (51%) or more of those present in person or represented by proxy, or in the absence thereof of all the Members, any officer entitled to preside at, or to act as secretary of, such meeting, may adjourn such meeting from time to time until a quorum is present thereat. At any reconvened meeting following an adjournment, any business may be transacted which might have been transacted at the meeting before adjournment if there is a quorum present at such subsequent meeting.

Section 6. Organization of Meetings

At each meeting of the Members, the President, or in his or her absence, the Vice President or in the absence of both the President and the Vice President, a chairman chosen by a majority vote of the Members present in person or represented by proxy and entitled to vote thereat shall act as chairman of the meeting. The Secretary shall act as secretary at each meeting of the Members, or in the absence of the Secretary, the President may appoint any person present to act as secretary of the meeting.

Section 7. Order of Business at Meetings

The order of business at all meetings of the Members shall be as determined by the President of the meeting, but the order of business to be followed at any meeting at which a quorum is present may be changed by fifty-one percent (51%) or more of the Members present in person or represented by proxy and entitled to vote thereat.

Section 8. Voting at Meetings

Unless otherwise provided by law, or in the Articles of Incorporation or in this Code of Bylaws, each Full Member of record is entitled at each meeting of the Members to one (1) vote for each Membership standing in such Member’s name on the Membership register and may vote either in person or by proxy, executed in writing by the Member or a duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of the proxy’s execution unless a longer or shorter time is expressly provided therein. Unless otherwise provided by law or in the Articles of Incorporation or in this Code of Bylaws, at all meetings of Members, a quorum being present, all matters shall be decided by the affirmative vote of the holders of record of a majority of the Membership certificates outstanding and entitled to vote thereat. Except as otherwise provided by law or in the Articles of Incorporation or in this Code of Bylaws or unless demanded by a Member present in person or represented by proxy, voting may be via voice and need not be by ballot. Upon a demand by any such Member for a vote by ballot on any question or at the direction of the President that a vote by ballot be taken on any question, such vote must be taken. On a vote by ballot, each ballot must be signed by the Member voting, or by its proxy, and the ballot must show the number of Membership certificates voted by such Member or proxy.

Section 9. Action by Consent

Action required or permitted to be taken at a Members’ meeting may be taken without a meeting if the action is taken by all the Members entitled to vote on the action. The action must be evidenced by one (1) or more written consents describing the action taken and delivered to the Corporation for inclusion in the minutes or filing with the corporate records.

Section 10. Meetings by Means of Telecommunications

Any or all Members of the Corporation may participate in an annual or special Members’ meeting by, or through the use of, any means of communication by which all Members participating may simultaneously hear each other during the meeting. A Member participating in a meeting by this means is deemed to be present in person at the meeting.

Section 11. District Boundaries

The Society shall consist of two (2) districts bounded by the state lines of Indiana and separated by the southern county lines of Warren, Fountain, Tippecanoe, Clinton, Tipton, Madison, Henry, and Randolph counties as indicated on the ISHE district map.

Section 12. Membership

A. Full Membership

Individuals eligible for full membership in the Society shall be those active in the field of health care engineering. in the State of Indiana. Society membership parallels the requirements for regular membership status in the American Society for Healthcare Engineering and the American Hospital Association.

A member in good standing is one who meets the requirements for eligibility and whose membership has not been terminated specified in Article III, Section 12. Only active members in good standing may vote, be recognized, or hold office in this society.

B. Associate Membership

Associate membership may be granted to individuals not otherwise eligible for full membership, who are actively involved with hospital or health care engineering in the State of Indiana. Associate membership shall be granted only to those professionals who will make a significant contribution to the betterment of the Society.

Associate members shall enjoy the rights and privileges afforded full members with the exception of the right to vote and hold offices. Associate members may attend educational and business meetings, receive publication of the Society, and serve as committee members.

C. Honorary Members

Honorary membership may be granted to such persons of distinction as are deemed worthy by the Board of Directors. Nominations for honorary memberships may be submitted by members of the Board of Directors. As chairmen of the membership committees, the District Chairmen should bring to attention of the Board of Directors individuals deemed worthy of honorary membership. Individuals who may be bestowed as honorary members include the current President of the American Society for Healthcare Engineering, the current Region 5 Representative of the American Society for Healthcare Engineering, long standing retired ISHE members or others of similar relationship.

Benefits of honorary membership include waver of membership dues and inclusion on the address list for Society mailings and publications during the designated term of honorary membership.

D. Membership application process;

Application for membership shall be forwarded to the Society mailing address along with the first year’s dues.

The business coordinator will forward notification to the appropriate District Chairman for presentation and introduction to the district membership at the next meeting opportunity.

Membership applications shall be acted upon in a timely manner following receipt.

Membership in the Society shall not be transferable to another person without District Chairman approval.

E. Termination of Membership

Any member may resign at any time by submitting such resignation to the Chairman of his or her district or to the Society mailing address.

Membership may be terminated by the Society for noncompliance with provisions of these bylaws, by 2/3 present majority vote at a regular scheduled meeting.

Membership in the Society will be terminated following due process for failure to pay dues in a timely manner.

Any member who, because of change in their position, is no longer eligible for membership in the Society, shall be automatically terminated at the end of the term for which dues have been paid.

Section 13. Affiliation

A. American Society for Healthcare Engineering. In recognition of their common purpose to develop and advance sound practices in the field of Healthcare Engineering, the Indiana Society shall maintain a standard of membership necessary for continued affiliation with the American Society for Healthcare Engineering.

ARTICLE IV. DIRECTORS AND OFFICERS

Section 1. Number, Election, and Term of Office

The business of the Corporation must be managed by the Board of Directors as from time to time constituted. The Board of Directors shall be elected by the Membership. Nominees for Directors will be selected by the appropriate district membership. At all elections of directors, the persons receiving the greatest number of votes cast shall be the directors. Such elections may be by ballot or by show of hands. The Board of Directors for such year shall consist of a number between seven (7) and fifteen (15) individuals, as determined during the previous year by the Board of Directors. The Board of Directors shall include the current Society President, the current Society Vice President, the current Society Treasurer, the current Society Secretary, the current Society Northern District Chairman, the current Society Northern District Vice Chairman, the current Society Southern District Chairman, the current Society Southern District Vice Chairman, the current three (3) Associate Member Representatives and the current Society Immediate Past President. The term of office of each director shall be from the beginning of the Society Year immediately following their election until one (1) year thereafter or until his or her successor is duly elected and qualified, or until his or her death or until he or she resigns, or until he or she has been removed in the manner hereinafter provided. The Directors shall act only as a board with the majority of the total number of Board Members ruling.

Section 2. Place of Meetings

The Board of Directors may hold its meetings at such place or places within or without the State of Indiana as the Board of Directors may from time to time by resolution determine or as may be specified or fixed in the respective notices or waivers of notice thereof.

Section 3. First Meeting

After the first election of directors, whether at an annual or a special meeting of the Board of Directors, the newly elected Board of Directors shall hold a regular meeting for the purpose of organization, the appointment of officers, planning, and the transaction of other business.

Section 4. Regular Meetings

Regular meetings of the Board of Directors will be held at least twice per year at the Corporation’s principal office or at such other place, within or without the State of Indiana and at such times as the Board of Directors may determine. If any day fixed for a regular meeting is a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day must be held at the same hour on the next succeeding business day at such place. At least ten (10) days notice of regular meetings shall be given by the Secretary or the Business Coordinator at the direction of the President.

Section 5. Special Meetings

Special meetings of the Board of Directors must be held whenever called by the President or by the Secretary at the request of any one- (1) director. Except as otherwise provided by law or in the Articles of Incorporation or in this Code of Bylaws, notice of each special meeting must be preceded by at least two- (2) day’s notice of the date, time, and place of the meeting. Notice of any special meeting of the Board of Directors need not, however, be given to any director, if waived by him or her before or after the date and time stated in the notice as provided in this Code of Bylaws, or if such director is present at such meeting unless the director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Any such waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. Except as otherwise specifically provided by law or in the Articles of Incorporation or in this Code of Bylaws, the notice or waivers of notice of any special meeting of the Board of Directors need not contain any statement of the purposes of the meeting or a specification of the business to be transacted thereat.

Section 6. Quorum for Meetings

Unless otherwise provided by law or in the Articles of Incorporation or in this Code of Bylaws, the presence of a simple majority of the actual number of directors elected and qualified, from time to time, is necessary to constitute a quorum for the transaction of business. In the absence of a quorum at any such meeting, fifty-one percent (51%) or more of the directors present thereat may adjourn such meeting from time to time until a quorum is present thereat. Notice of any adjourned meeting need not be given. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 7. Organization of Meetings

At each meeting of the Board of Directors, the President shall serve as Chairman of the Board of Directors, if there be one, or in his or her absence, the Vice President, or in the absence of both the President and the Vice President, a director chosen by a majority of the directors present, shall act as chairman. The Secretary, or in his or her absence any person appointed by the President, shall act as secretary of the meeting. Any meeting of the Board of Directors may be adjourned by the vote of a majority of the directors present at such meeting.

Section 8. Order of Business at Meetings

The order of business at all meetings of the Board of Directors shall be determined by the President of the meeting, but the order of business to be followed at any meeting at which a quorum is present may be changed by fifty-one percent (51%) or more of the directors present and entitled to vote thereat. At any meeting of the directors, the Robert’s Rules of Order shall be considered as the rules of parliamentary procedure.

Section 9. Voting at Meetings

Unless otherwise provided by law or in the Articles of Incorporation or in this Code of Bylaws, at all meetings of directors, a quorum being present, all matters shall be decided by the affirmative votes of a majority of the directors present at such meeting.

Section 10. Action by Consent

Any action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all Members of the Board of Directors. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.

Section 11. Meetings by Means of Telecommunications

The Board of Directors or a committee designated by the Board may permit any or all directors or committee Members to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors or committee Members participating may simultaneously receive and respond to each others message during the meeting. A director or committee Member participating in a meeting by this means is deemed to be present in person at the meeting.

Section 12. Removal of Directors

Any director may be removed, either with our without cause, at any time by the affirmative vote of the holders of record of at least two-thirds (66 2/3%) of the Members of the Board of Directors, at a special meeting of the Board of Directors called for the purpose and designated as such in the notice.

Section 13. Resignations

Any director or officer may resign his or her office at any time by giving written notice of his or her resignation to the Board of Directors. Such resignation shall take effect at the time specified therein if such is later than the time the notice is delivered or if no time be specified therein, then at the time the notice is delivered, and the acceptance thereof shall not be necessary to make such resignation effective.

Section 14. Vacancies on Board of Directors

Any vacancy on the Board of Directors, whether arising from death, resignation, an increase in the number of directors, or any other cause (except the removal of a director), may be filled by the Board of Directors, and if the directors remaining in office constitute fewer than a quorum of the board, the vacancy may be filled by the affirmative vote of a majority of all directors remaining in office, or by the Members at a special meeting of the Members called for that purpose. The Board of Directors shall endeavor to fill any vacancy by a representative of the same group as the vacating Director.

Section 15. Compensation

Directors as such shall not receive any stated salary for their services, but by resolution of the Board of Directors a fixed sum and expense of attendance, if any, may be allowed to directors for attendance at any meeting, provided; however, that nothing herein contained shall be construed so as to preclude and director from serving the Corporation in any other capacity as an officer, agent, or otherwise and receiving compensation therefore.

Section 16. Elections and Terms for Officers

Members in good standing in the Corporation will be eligible to hold office. The officers at the state level shall be the President, Vice President, the Secretary, and the Treasurer.

A. Terms of Office – Corporate Officers

  1. The President shall serve for one (1) year and shall not succeed himself or herself.
  2. The Vice President shall be elected annually. At the end of a one-year term, the Vice-President should succeed to the office of President.
  3. The Secretary shall be elected annually for a term of one (1) year.
  4. The Treasurer shall be elected annually for a term of one (1) year.

 

B. Election – Corporate Officers

  1. President. The President should have previously served as Vice President and should be an active member of the American Society for Healthcare Engineering. The President shall not represent the same district as the Vice President.
  2. Vice President. The Vice President should be nominated from the membership of the Northern District or the Southern District in alternating yearly periods. Whichever district shall so nominate the Vice President one year should not nominate the Vice President for the following year. The other District, the following year, should nominate the Vice President and so thereafter every other year. Nomination and election of Vice President shall be held at the State Annual Fall Meeting. The Vice President should be an active member of the American Society for Healthcare Engineering
  3. Secretary. The Secretary shall be nominated from the Membership for a period of one (1) year. Nomination and election of the Secretary shall be held at the State Annual Fall Meeting. The Secretary should be an active member of the American Society for Healthcare Engineering.
  4. Treasurer. The Treasurer shall be nominated from the Membership for a period of one (1) year. Nomination and election of the Treasurer shall be held at the State Annual Fall Meeting. The Treasurer should be an active member of the American Society for Healthcare Engineering.

The officers at the district level shall be the Chairman and the Vice-Chairman. The Chairman shall be the presiding officer at each district meeting. He or she shall conduct meetings at the district level each year for the purpose of coordinating the efforts of the membership. He or she shall make certain that all the officers are performing their duties in a satisfactory manner, and in accordance with these Bylaws. The Vice-Chairman will be responsible for the membership committee and assure the duties of the Chairman in his or her absence at any regular scheduled meeting. The Vice-Chairman should be favored to assume the duties of the Chairman following his or her year of serving as Vice Chairman. The Vice-Chairman shall record the minutes of the district meetings in the absence of the Secretary.

C. Terms of Office – District Officers.

  1. The Chairman shall serve for one (1) year and shall not succeed himself or herself.
  2. The Vice-Chairman shall be elected annually. At the end of a one (1) year term, the Vice-Chairman should become Chairman, if so elected by the membership.

D. Election – District Officers.

  1. Chairman. The Chairman should have served at the district level the as Vice-Chairman. The induction of the Chairman shall be held at the Fall district meeting each year.
  2. Vice Chairman. The Vice-Chairman shall be nominated and elected from the membership of the district for a period of one (1) year. Nomination and election of Vice Chairman shall be held at the Fall State meeting each year.

E. Terms of Office – Associate Representatives

  1. The Associate Representatives shall serve for a period of three (3) years.

F. Election – Associate Representatives

  1. Associate Representatives shall be nominated and elected by the Corporate and District Officers at the fall membership meeting.

Section 17. President

The President is the Chief Executive Officer of the Corporation and has general and active supervision over the business and affairs of the Corporation subject however, to the direction and control of the Board of Directors. The President shall act as the liaison officer with the American Society for Healthcare Engineering. The President must sign, as well as the Secretary, either manually or in facsimile, Membership certificates of the Corporation. Unless otherwise provided by law or in the Articles of Incorporation or in this Code of Bylaws or by the Board of Directors, the President must sign, execute, and deliver, in the name of the Corporation all deeds, mortgages, bonds, contracts, or other instruments authorized by the Board of Directors. In general, the President shall perform all duties as may from time to time be assigned to him or her by this Code of Bylaws or by the Board of Directors. The President should preside at all State meetings, and shall coordinate the efforts of the membership of the two (2) districts. The Board of Directors shall approve or disapprove all compensation, hiring, firing, or other disciplinary actions proposed by the President with regard to all other employees of the Corporation. The Board of Directors may require such officer to give security for the faithful performance of his or her duties.

Section 18. Vice President

The Vice President shall assume the duties of the President and act in his or her absence at any regularly scheduled meeting. In the event that the President fails to perform his or her duties in a satisfactory manner, it shall be the duty of the Vice President to appoint an investigating committee to evaluate the performance of the President. This committee shall be composed of the Northern and Southern District Chairmen and Vice Chairmen, and the Vice President, the State Secretary and the State Treasurer. In the event that it is determined by the investigating committee that the President has failed to perform his or her duties in a satisfactory manner, it shall be the duty of the chairman from the same district as the President to notify the President in writing and then assume the duties of President for the un-expired term and shall continue as President for the term to which he or she would have normally succeeded.

Section 19. Secretary

The Secretary shall be responsible for communications between districts and for maintaining an accurate and current Membership roster. The Secretary’s duties entail having to prepare and having charge and custody of the minutes of all meetings of the Board of Directors and of the Members. The Secretary is also responsible for authenticating records of the Corporation. The Secretary shall further: cause to be given such notice of all meetings of the Members and of the Board of Directors as required; be custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents requiring the impression of the seal; have charge of the Membership book, and of the other books, records, and papers of the Corporation relating to its organization as a corporation; see that the reports, statements, and other documents required by law are properly kept and filed; and perform all other duties incident to the office of Secretary. The Secretary has such powers and may perform such duties as are assigned to him or her by this Code of Bylaws, and he or she shall have such other powers and perform such other duties, not inconsistent with this Code of Bylaws, as the Board of Directors may from time to time prescribe. The Board of Directors may require such officer to give security for the faithful performance of his or her duties.

Section 20. Treasurer

The Treasurer’s duties entail having charge and custody of, and responsibility for, all the funds and securities of the Corporation. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name of and to the credit of the Corporation in such banks and other depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to Members at all meetings, as well as to the President or to the Board of Directors, whenever the President or the Board may require him or her so to do, a statement of all his or her transactions as Treasurer and an account of the financial condition of the Corporation. The Vice President Elect shall annually audit the Treasurer’s records. In general, the Treasurer shall perform all the duties as may from time to time be assigned to him or her by the Board of Directors. The Board of Directors may require such officer to give security for the faithful performance of his or her duties.

Section 21. Vacancies

Unless otherwise provided by law or in the Articles of Incorporation or in this Code of Bylaws, then in the event the President shall be unable to complete the tenure of the office, the Vice President shall assume the office of Presidency for the un-expired term and shall continue as President for the term to which he or she would have normally succeeded. Should both the President and Vice President be unable to complete the term of office of President, the most recent past President, currently an active member of the Society, shall serve as President Pro Tempore until officers are elected at the next annual meeting. In the event that the Secretary or Treasurer shall be unable to complete the tenure of office, the President shall appoint an eligible Member to complete the un-expired term. The President may elect a new district officer through a special election at the next regular district meeting. A Vice President or Chairman who is unable to succeed to the office of the President or Chairman shall be replaced from the same district.

Section 22. Executive Committee

The Executive Committee of the Board of Directors shall consist of the Society President, the Vice President, the Secretary, the Treasurer, the two (2) District Chairmen, the two (2) District Vice Chairmen, the Associate Board Members representative and the two (2) immediate Past Presidents.

Section 23. Subordinate Officers

The Board of Directors may appoint such subordinate officers, agents, or employees as the Board of Directors may deem necessary or advisable. The Board of Directors may delegate to any executive officer the power to appoint and remove subordinate officers, agents, or employees.

ARTICLE V. INDEMNIFICATION

Section 1. Insurance

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation has the obligation or power to indemnify him or her against such liability under this Article V.

Section 2. Actions Not by the Corporation

The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he or she is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a Director, officer, or partner of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful. Nothing in this Section 2 shall obligate the Corporation to indemnify hereunder, or prevent the Corporation in its discretion from so indemnifying, any person by reason of the fact that he or she is or was serving at the request of the Corporation as an employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise.

Section 3. Actions by the Corporation

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as director, officer, partner, or trustee of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless, and only to the extent that, the court of common pleas, or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper. Nothing in this Section 3 shall obligate the Corporation to indemnify hereunder, or prevent the Corporation in its discretion from so indemnifying, any person by reason of the fact that he or she is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as an employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise.

Section 4. Indemnification for Expenses

To the extent that a person indemnified by right or at the option of the Corporation under Section 2 or Section 3 has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in said sections, or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses, including attorneys’ fees actually and reasonably incurred by him or her in connection therewith.

Section 5. Determination of Indemnification

Any indemnification under Section 2 or Section 3, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the indemnified person is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 2 or Section 3. Such determination shall be made:

(a) by a majority vote of a quorum consisting of Directors of the Corporation who were not and are not parties to or threatened with any such action, suit, or proceeding; or
(b) if such a quorum is not obtainable or if a majority vote of a quorum of disinterested Directors so directs, in a written opinion by independent legal counsel, other than an attorney or a firm having associated with it who has been retained by or who has performed services for the Corporation or any person to be indemnified, within the past five years; or
(c) by the voting Members; or
(d) by the court of common pleas or the court in which such action, suit, or proceeding was brought.

Any determination made by the disinterested Directors under clause (a) or by independent legal counsel under clause (b) of this Section 5 shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the Corporation under Section 3, and within ten days after receipt of such notification, such person shall have the right to petition the court of common please or the court in which such action or suit was brought to review the reasonableness of such determination.

Section 6. Advances of Expenses

Expenses, including attorneys’ fees, incurred in defending any action, suit, or proceeding referred to in Section 2 and Section 3 may be paid by the Corporation in advance of the final deposition of such action, suit, or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article. No voting Member shall have the right to question expenses paid pursuant to this Section 6 so long as the Board of Directors has authorized such payment and the aforementioned undertaking has been received by the Corporation; provided that the restriction contained in this sentence shall not be construed to restrict a voting Member’s right to question the reasonableness of the ultimate determination of indemnification as provided in Section 5.

Section 7. Indemnification Not Exclusive

The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Corporation’s Articles of Incorporation, or any agreement, vote of voting Members or disinterested directors, statute (as now existing or as hereafter enacted or amended), or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to serve as a director, officer, partner, or in any other indemnified capacity and shall inure to the benefit of the successors, heirs, executors, and administrators of such a person.

Section 8. Definitions

As used in this Article V, references to “Corporation” include all constituent corporations in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director or officer of such a constituent corporation, is or was serving at the request of such constituent corporation as a director, officer, partner, trustee, or in any other indemnified capacity of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this section with respect to the new or surviving corporation as he or she would if he or she had served in the new or surviving corporation in the same capacity.

ARTICLE VI. RESIGNATIONS

Section 1. Resignations

Any director or officer may resign his or her office at any time by giving written notice of his or her resignation to the Board of Directors. Such resignation shall take effect at the time specified therein if such is later than the time the notice is delivered or if no time be specified therein, then at the time the notice is delivered, and the acceptance thereof shall not be necessary to make such resignation effective.

ARTICLE VII. CONTRACTS

Section 1. Authorization of and Execution of Contracts

Unless otherwise provided by law or in the Articles of Incorporation, in this Code of Bylaws or by the Board of Directors, no officer, agent, or employee has any power or authority to bind the Corporation by any contract or engagement or to pledge the Corporation’s credit or to render it peculiarly liable for any purpose or to any amount, provided, however, any contract, document, or other instrument may be executed and delivered in the name and on behalf of the Corporation by the President of the Board of Directors or the President. However, the Board of Directors may authorize any other officer or officers, agent or agents, in the name of and on behalf of the Corporation, to enter into any contract or to execute and deliver any instrument, and such authority may be general or confined to specific instances.

Section 2. Indebtedness

No loans may be contracted on behalf of the Corporation and no negotiable paper may be issued in the Corporation’s name unless authorized by resolution of the Board of Directors. When authorized by the Board of Directors, any officer or agent of the Corporation may effect loans and advances at any time for the Corporation from any bank, trust company, or other institution, or from any firm, corporation, or individual, and for such loans and advances may make, execute, and deliver promissory notes, bonds, or other certificates or evidence of indebtedness of the Corporation, and may pledge, hypothecate, or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Similar Payment Orders, and Notes

All checks, drafts, and other orders for the payment of moneys out of the funds of the Corporation, and all notes or other evidence of indebtedness of the Corporation must be signed on behalf of the Corporation as stated herein or in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select or as may be selected by an officer or officers, agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board of Directors. For the purpose of such deposit, any officer or agent or employee of the Corporation to whom such power may be delegated by the Board of Directors may endorse, assign and deliver checks, drafts, and other orders for the payment of moneys which are payable to the order of the Corporation.

ARTICLE VIII. MEMBERSHIP

Section 1. Membership Certificates

An entity is considered a Member of the Corporation as long as dues are remitted annually and other criteria for Membership are met as determined by the Board of Directors. A Certificate of membership shall be issued for all new members and shall be consistently valid for members in good standing. Membership certificate shall be surrendered upon demand resultant from revocation of membership, severance of membership, non-payment of dues or similar just cause.

Section 2. Lost, Destroyed, or Mutilated Membership Certificates

In case of loss, destruction, or mutilation of any Membership certificate, another Membership certificate may be issued in its place upon proof of such loss, destruction, or mutilation and upon the giving of a bond of indemnity to the Corporation in such form and in such sum as the Board of Directors may prescribe.

ARTICLE IX. WAIVER OF NOTICE

Section 1. Waiver of Notice

Unless otherwise provided by law or in the Articles of Incorporation or in this Code of Bylaws, any entity entitled to any corporate notice may waive such notice in writing whether before or after the meeting or other matter or event in respect of which such notice is to be given. The waiver must be delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Attendance at a meeting or by duly authorized proxy will act as a waiver unless at the beginning of such meeting an objection is made to holding the meeting or transacting business at the meeting.

ARTICLE X. COMMITTEES AND PUBLICATIONS

Section 1. Ex-Officio Members

The President and Vice President of the Society shall be Ex-Officio Members of all Society committees. A Member of the Board of Directors shall actively serve as Ex-Officio Member of each committee of the Society and act as liaison between the committee and the Board.

Section 2. Standing Committees

Standing committees shall be Membership, Publications & Communications, Education, Program, Advocacy, and Annual Conference Steering Committee. All Full Members shall be entitled to one (1) vote, which may be made in person or by mail received by the President prior to that meeting making specific reference to the meeting at which a vote is authorized. All committee business may be carried on in person or by mail, by facsimile, by electronic mail or other such means, which provide broad access. Standing committees will keep and maintain minutes of their meetings and provide a copy to the President. Written reports shall be submitted to the President annually and at the completion of specific projects. Interim written reports shall be submitted as requested by the President. The specific responsibilities and composition of the standing committees shall be:

A. Membership Committee

  1. The Chairman of each district membership committee shall be the Vice-Chairman of that district.
  2. To promote membership in the Society and also membership in the American Society for Healthcare Engineering.
  3. To rule on the eligibility for membership as established in Article III, Section 12.
  4. To distribute ballots for the election of officers and directors at the Annual Meeting.

B. Education Committee

  1. To provide for the continuing education of members of the Society.
  2. To promote the profession of Healthcare Engineering via Scholarship program, career fairs, interaction with educators, etc.
  3. Chairman appointed annually by the incoming President with members selected by the committee chairman.
  4. To assist in State and District programming.
  5. The Education Committee Chairman shall contact District Chairmen to review district educational program agendas.

C. Publications & Communications Committee

  1. Chairman appointed annually by the incoming President with members selected by the committee chairman.
  2. Produces Society publications such as ISHE ISSUES newsletter, annual yearbook, Officer’s Manuals, membership brochures, and Internet Web page content.
  3. To assist in State and District programming.

D. Program Committee

  1. Chairman appointed annually by the incoming President with members selected by the committee chairman.
  2. To propose and execute arrangements for District and State meeting locations, dates, times and content.
  3. To define and develop a store of quality program topics and presenters consistent with the mission statement of the Society.
  4. To develop and coordinate the business, foodservice and entertainment aspects of the Fall Conference and Exposition Meeting if the Board of Directors chooses not to partner with other states or organizations to present an annual conference. In the event that the Board of Directors does choose to partner with another organization, the program committee shall assist in planning and recommending program content.

E. Advocacy Committee

  1. Chairman appointed annually by the incoming President with members selected by the committee chairman and ISHE incoming President.
  2. Responsible for monitoring advocacy issues that impact ISHE members
  3. Work with and serve as a resource for the ASHE Director of Advocacy and the ASHE Advocacy Committee

F. Annual Conference Steering Committee

  1. The ISHE Board of Directors may choose partner with other organizations to conduct an annual conference. If, by a majority vote the Board of Directors chooses to partner with another organization for the purpose of conducting an annual educational conference and/or trade show, a steering committee will be formed for planning and executing the annual conference
  2. Standing members of the Annual Conference Steering Committee (Steering Committee) shall be the current ISHE President, Vice President, Treasure and Associate Board Member. Other committee members may be chosen from partnering organizations as needed. The chairman of the Steering Committee shall be elected by a majority vote of the Steering Committee and approved by the ISHE Board of Directors.
  3. The steering committee will be responsible for planning all areas and matters pertaining to the conference, including educational content, budget, trade show and marketing.
  4. The Steering committee shall present a budget for the conference to the ISHE Board of Directors.
  5. The budget for the annual conference must be approved prior to the ISHE Board of Directors, or any member thereof approving or signing binding agreements.
  6. All binding agreements must be signed or approved in writing by the ISHE President.
  7. All changes to the annual conference budget must be approved by the ISHE Board of Directors.
  8. The Steering Committee shall present to the ISHE Board of Directors status reports at each scheduled Board of Directors Meeting

Section 3. Appointment of Committees

Committees, standing or special, shall be appointed by the President or Chairman as the Society shall from time to time deem necessary to carry on the work of the Society. The President or Chairman shall be an Ex-Officio member of all committees.

A. Nominating Committee (State Level): Vice President. The appropriate district shall nominate candidates to fill the office of Vice President. It shall be preferable, although not required for there to be two (2) candidates. A proper ballot shall be presented to the members at the November State Meeting with the two nominees and space for nominees from the floor. Any and all nominees shall be willing to accept and be able to perform the duties of the office to which he or she might be elected. A brief personal history of each nominee should accompany the ballot.

B. Secretary and Treasurer. Each district shall nominate a member from their respective district for the office of Secretary and Treasurer. A proper ballot shall be presented to the members at the November State meeting with the two nominees and space for nominees from the floor. Any and all nominees shall be willing to accept and be able to perform the duties of the office to which he or she might be elected. A brief personal history of each nominee should accompany the ballot.

C. Nominating Committee (District Level). Shall consist of three (3) members appointed by the Chairman of the District for the sole purpose of nominating a minimum of two (2) members to fill the vacated offices at the November meeting of the year. A proper ballot shall be presented to the members containing a minimum of two (2) names and a space for nominees from the floor. Any and all nominees shall be willing to accept and be able to perform the duties of the office to which he or she might be elected. A brief personal history of each nominee should accompany the ballot.

Section 4. Other Committees.

A. Appointed by the President or District Chairman as authorized by the Board of Directors for special projects with appointments not to exceed twelve (12) months, unless specifically authorized.

B. All rules governing standing committees shall apply.

ARTICLE XI. DUES

Section 1. Rate of Dues.

Full membership and associate membership dues shall be payable as of January 1 of each year. New Member dues received on or after October 1 will be considered as dues for the ensuing year. All dues shall be set by membership body.

Section 2. Delinquency.

Full and Associate Members who have not paid dues for the current year by March 31 shall be considered delinquent. Dues unpaid will be cause for termination of membership and such members shall not be entitled to vote at the annual meeting. Members who request to rejoin before October 1 shall not be assessed the initiation fee.

ARTICLE XII. AMENDMENTS

Section 1. Amendments.

Unless otherwise provided by law or in the Articles of Incorporation, the power to amend, alter, or repeal this Code of Bylaws is in the full membership of the Corporation, by the affirmative vote of at least two thirds (66 2/3%) of those present at a meeting of the membership called by the Secretary of the Board of Directors for the purpose of approving amendments to the Code of Bylaws.

ARTICLE XIII. ADOPTION

Section 1. Adoption.

This Code of Bylaws was revised by the majority vote of the Board of Directors present at a meeting this 16th Day of December, 2009 as witnessed by the person(s) signing below.

2013 President of Society:  Scott Burcroff
Revised: 9/26/1996
Revised: 2/03/2000
Revised: 6/28/2002
Revised: 8/16/2002
Revised: 12/7/2006
Revised: 12/16/2009
Reviewed:  1/17/2013 (no changes made)
Reviewed:  6/13/2013 (no changes made)
Reviewed:  11/2015 (no changes made)
Revised: 10/26/2016 (Matt Royal – President)