ARTICLE I: PRINCIPAL OFFICE AND REGISTERED AGENT
Section 1. The principal office of the Association for Healthcare Philanthropy, Inc., a not-for profit corporation incorporated under the laws of the State of Kansas (hereinafter the “Association”), shall be in the Commonwealth of Virginia.
Section 2. The Association may have such other office or offices at such suitable place or places within or without the Commonwealth of Virginia as may be designated from time to time by the Association’s Board of Directors (hereinafter the “Board”).
Section 3. The Association shall have and continuously maintain a registered office in the State of Kansas and in the Commonwealth of Virginia and the Board shall appoint and continuously maintain in service a registered agent in each of the jurisdictions, having a business office identical with the registered office, each of whom shall be an individual resident of the respective jurisdiction, or a corporation, whether for profit or not-for-profit.
ARTICLE II: MISSION AND PURPOSES
AHP is an international Association dedicated to the advancement of health care institutions and organizations through philanthropy. AHP's mission is to inspire, educate and serve those transforming health care through philanthropy. It does this by:
(a) Enhancing the effective performance and professionalism of its members.
(b) Promoting the importance of philanthropy, volunteerism, and the role of not-for-profit health care institutions and organizations.
(c) Providing comprehensive education and accreditation programs of recognized value to members.
(d) Strengthening the ability of health care institutions and organizations to attract resources through professional development efforts.
(e) Fostering adherence to established professional standards, ethical conduct, and a commitment to service.
(f) Facilitating and promoting the sharing of expertise among colleagues in a spirit of cooperation and mutual respect.
(g) Encouraging the establishment of comprehensive development programs in health care institutions and organizations.
(h) Strengthening the Association’s position as the definitive authority on health philanthropy.
ARTICLE III: MEMBERSHIP
Section 1. Categories of Membership. Membership categories in the Association shall be as follows:
(a) Individual. Individuals employed by any voluntary, not-for-profit or governmental health care organization or institution whose responsibilities are related directly or indirectly to resource development.
(b) Institutional. Any voluntary, not-for-profit or governmental health care organization or institution that chooses to provide all of its development professionals with the benefits of Individual membership.
(c) Affiliate - Individual. Individuals providing consulting or other specialty services to health institutions and health-related organizations. Individuals must be self-employed with no additional employees.
(d) Affiliate - Institutional. Companies with two or more employees providing consulting or other specialty services to health care institutions and health-related organizations.
(e) Student. Individuals enrolled full time in a relevant health management or development program at an educational institution.
(f) Honorary. May be awarded to individuals who have earned noteworthy acclaim and distinction as leaders in the field of philanthropy and who are not eligible for any other category of Association membership. Such membership shall be granted at the discretion of the Board.
(g) Retired. May be awarded to individuals who have been Individual or Institutional members for at least five consecutive years and who have retired from employment.
Section 2. Statement of Professional Standards and Conduct. All members shall comply with the Association’s Statement of Professional Standards and Conduct for Individual, Institutional, and for Affiliate member categories.
Section 3. Suspension or Expulsion. Any member of any class of membership may be expelled from such membership, or have such membership suspended for (1) nonpayment of approved dues, (2) violation of these Bylaws, (3) violation of the Statement of Professional Standards and Conduct, or (4) engaging in any other conduct prejudicial to the best interests of the Association. The Board shall adopt a policy providing due process to members whose membership is in jeopardy for just cause.
Section 4. Voting Rights. One vote shall be accorded each Individual member, Institutional member (listed on the roster) or Affiliate member. Student, Honorary and Retired members shall have no voting rights. Proxy voting shall not be allowed.
ARTICLE IV: DUES
The amount of dues to be paid by members of the Association shall be set annually by the Board. Additional fees may be assessed from time to time by the Board for any purpose deemed necessary and appropriate by the Board. Dues shall be payable annually in advance and shall not be refundable and shall not be assessed to Honorary and Retired members.
ARTICLE V: MEETINGS OF MEMBERS
Section 1. Meetings. The Annual Meeting of Members will be scheduled to take place in conjunction with the International Conference each year. Additional meetings of the membership may be held at a time and date specified by the Board of Directors. Special meetings of the membership may be called by the Chair of the Board, or shall be called by the Chair upon the written request of ten percent (10%) of the voting members or 500 voting members, whichever is greater.
Section 2. Notice. Written or printed notice, stating the time, day and place of the meeting shall be mailed or communicated electronically to the last recorded contact information of each member at least thirty (30) days prior to the date of the meeting. In the case of a special meeting, the notice shall also state the purpose or purposes for which the meeting is called.
Section 3. Quorum. The members present in person after proper notice has been given shall constitute a quorum at a meeting of members. Except as otherwise provided in these Bylaws, the Articles of Incorporation or applicable law, the affirmative vote of a majority of such members present at the meeting and entitled to vote on the subject matter shall be the act of the members.
Section 4. Participation by Remote Communication. Members not physically present at a meeting of members may, by means of remote communication: (a) participate in a meeting of members; and (b) be deemed present in person and vote at a meeting of members whether such meeting is to be held at a designated place or solely by means of remote communication, provided that: (i) the Association implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by remote communication is a member; (ii) the Association implements reasonable measures to provide such members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (iii) if any member votes or takes other action at the meeting by means of remote communication, a record of such vote or action shall be maintained by the Association.
ARTICLE VI: BOARD OF DIRECTORS
Section 1. General Authority. There shall be a Board of Directors which shall be the chief policy-making body for the Association and which shall have the overall responsibility for ensuring that the Association’s business, property, and affairs are managed in a manner consistent with the Association’s purposes, these bylaws, and any applicable law.
Section 2. Membership: The Board shall be composed of at least six directors. The Board will elect biennially from among its members a Chair, Vice Chair and Secretary/Treasurer, as set forth in Article VIII. The directors shall be voting members of the Board of Directors. The President & Chief Executive Officer of the Association shall be an ex officio member of the Board without vote.
Section 3. Number and Eligibility. The number of directors shall not be less than 6 nor more than 10. All members of the Board (other than ex officio members) shall be Individual or Institutional members.
Section 4. Election of Directors. The Board of Directors, with the exception of the President & Chief Executive Officer, shall be elected from among the Individual and Institutional members by the voting members of the Association. Such elections shall be by mail ballot or by electronic vote to all members in good standing as of the date the ballots are distributed. Ballots shall be distributed no later 40 days prior to the Annual meeting and shall be received no later than ten (10) days prior to the Annual meeting. A non-vote would be considered an affirmative vote.
Section 5. Terms. The directors shall assume their positions at the close of the first official Board meeting following the Annual meeting at which the directors are elected, and shall hold office for two years until their successors are elected following the Annual meeting. No person shall be elected a Director for more terms than will constitute six (6) consecutive years of service unless such person is, at the expiration of such six-year period serving as an Officer of the Board, which would automatically extend the term until such Director ceases to be an Officer of the Board. Individuals who serve less than six (6) consecutive years on the Board of Directors are eligible to be nominated to serve on the Board again after a two-year break in service.
Section 6. Resignation and Removal. Any director may resign at any time by giving written notice to the Chair. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance thereof as determined by the Chair.
Any director may be removed by a two-thirds vote of the directors at any regular or special meeting of the Board in which a quorum is present provided that the director under consideration is provided with a written explanation as to why the directorship is being terminated and that an opportunity for a hearing before the Board has been offered.
Section 7. Vacancies. In case of resignation of a member of the Board or, if for any other reason including ineligibility or removal, a member of the Board is unable to complete his or her term, the Chair shall appoint a successor to complete the unexpired term. The appointment shall be confirmed by the Board at its next meeting.
Section 8. Ex Officio Members of the Board. The members of the Board may, from time to time, appoint one, but not more than three, additional person(s) as ex officio member(s) of the Board who shall serve without vote.
Section 9. Regular Meeting. The Board shall hold one regular meeting annually, at the time of the annual educational conference. The Board may, by resolution, provide for the holding of additional regular meetings.
Section 10. Special Meetings. Special meetings of the Board may be called at the direction of the Chair or by a majority of the voting directors then in office, to be held at such time, day and place as shall be designated in the notice of the meeting.
Section 11. Notice. Notice of the time, day and place of any meeting of the Board shall be given at least 30 days previous thereto by notice sent by mail, facsimile, email or telephone to each director at his or her address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If sent by facsimile, such notice shall be deemed delivered upon transmission. If notice is given by email, such notice shall be deemed delivered when the email is delivered and viewed. If notice is given by telephone, such notice shall be deemed to be delivered when a message is given to the director or left with a responsible party or recording device. The purpose or purposes for which a special meeting is called shall be stated in the notice thereof. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 12. Quorum. Fifty-one percent of the directors shall constitute a quorum for the transaction of business at any meeting of the Board except if less than such number of directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 13. Manner of Acting. The act of a majority of directors in person at a meeting of the Board shall be the act of the Board. Each member of the Board shall be entitled to one vote. In the absence of a quorum, any action taken shall be recommendatory only but may become valid if subsequently confirmed by a majority vote, in conformance with the quorum requirements, of the Board.
Section 14. Compensation. Directors shall not receive compensation for their services as members of the Board, but by action of the Board, expenses may be allowed for attendance at meetings of the Board or for official representation of the Association.
Section 15. Procedure. The Chair shall preside at meetings of the Board. The Board may adopt its own rules of procedure, which shall not be inconsistent with these bylaws.
Section 16. Bonding. At the direction of the Board, any officer or employee of the Association shall furnish, at the expense of the Association, a fidelity bond in such sum as the Board shall prescribe.
ARTICLE VII: EXECUTIVE COMMITTEE
Section 1. The Executive Committee shall consist of the Chair, Vice Chair, and Secretary/Treasurer. The President & Chief Executive Officer shall be an ex officio member without vote. The Executive Committee shall have, between meetings of the Board, all the powers and responsibilities conferred upon the Board by law or these bylaws with respect to the operations of the Association.
Section 2. Two-thirds of the members of the Executive Committee shall constitute a quorum for the transaction of business, and the manner of acting shall be the same as that specified in these Bylaws for the Board.
Section 3. Proceedings of the Executive Committee shall be recorded, and minutes of meetings of the Executive Committee shall be submitted to the Board for consideration and discussion at the next succeeding meeting of the Board of Directors.
ARTICLE VIII: OFFICERS
Section 1. Officers. The Officers of the Association shall consist of a Chair, Vice Chair, Secretary/Treasurer, and President & Chief Executive Officer. One person may not hold more than one office.
Section 2. Nominations. Nominations of all directors, with the exception of the President & Chief Executive Officer, shall be made by a Board Governance & Leadership Committee. The Board Governance & Leadership Committee shall be composed of six Individual or Institutional members, all of whom shall be appointed by the Chair and confirmed by the Board of Directors. The Chair of the Board shall appoint the Chair of the Board Governance & Leadership Committee from among the Board of Directors.
The Board Governance & Leadership Committee shall submit its report to the Board of Directors for review and approval at least 90 days prior to the Annual meeting and the proposed slate for election of directors shall be mailed or sent electronically to each voting member of the Association at least 80 days prior to the date of the Annual meeting.
Independent nominations, endorsed in writing by not fewer than 50 of the voting members, must be received by the Secretary/Treasurer not less than 50 days prior to the date of the Annual meeting and shall be included on the ballot mailed or sent electronically to the voting members.
Section 3. Election of Officers. The officers, with the exception of the President & Chief Executive Officer, shall be elected from among the directors and based upon the proposed slate provided by the Board Governance & Leadership Committee, in the following manner: At the first official Board meeting, which must be conducted within four (4) months of the Annual meeting, the directors will elect a Chair, Vice Chair, and Secretary/Treasurer.
Section 4. Term of Office. The officers shall assume their positions at the close of the first official Board meeting following the Annual meeting at which the officers are elected, and shall hold office for two years until their successors are elected following the Annual meeting. No officer shall serve for more terms than will constitute six (6) consecutive years of service, unless such person is, at the expiration of such six-year period, serving as an officer of the Board, which would automatically extend the term until such person ceases to be an officer of the Board.
Section 5. Resignation and Removal. Any officer may resign at any time by giving written notice to the Chair. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance thereof as determined by the Chair.
Any officer may be removed by two-thirds vote of the Board at any regular or special meeting of the Board at which a quorum is present provided that the director whose office is under consideration is provided with a written explanation as to why the directorship is being terminated and that an opportunity for a hearing before the Board is offered.
Section 6. Vacancies. With the exception of the Chair, in case of resignation of an officer or, if for any other reason including ineligibility or removal, an officer is unable to complete his or her term, the Chair shall appoint a successor to complete the unexpired term. The appointment shall be confirmed by the Board at its next meeting.
Section 7. Chair. The Chair shall be the chief elected officer of the Association and shall see that the policies of the Board are implemented in full. He or she shall:
(a) Preside at all meetings of the Board and of the members.
(b) Appoint members to committees established in these bylaws or approved by resolution of the Board and serve as an ex officio member without vote on all such committees, except that the Chair shall not serve on the Board Governance & Leadership Committee.
(c) Execute such other duties as the Board may assign.
Section 8. Vice Chair. In the event the Chair is absent or unable to perform his or her duties, the Vice Chair shall assume the duties and exercise the power of the Chair. He or she also shall perform such duties as may be assigned by the Chair of the Board. Additionally, the Vice Chair shall serve as the Chair of the AHP Foundation Board of Trustees.
If the office of Vice Chair becomes vacant, the Chair shall appoint a person to complete the unexpired term; however, a Vice Chair shall not succeed automatically to the position of Chair, but rather must stand for election.
Section 9. Secretary/Treasurer. The Secretary/Treasurer shall:
(a) Give notice of, attend, and record the proceedings of all meeting of the Board, the Executive Committee, and the membership, and shall report the same to the next succeeding meeting of the Board.
(b) Sign and attest such instruments in the name of the Association and affix the corporate seal of the Association to such instruments as he or she is authorized to do so by the Board.
(c) Oversee the administration of the general funds, securities, properties, and assets of the Association.
(d) See that accurate books of account are maintained, accurately reflecting all monies, funds, securities, properties, and assets, which are the property of the Association. Said books shall show at all times the amount of all property belonging to the Association and the amount of disbursements made and the disposition of property.
(e) Assure that all monies of the Association are kept in depositories approved by the Board.
(f) Submit a report of the property, the receipts, and disbursements of the Association and of the financial condition of the Association.
(g) Serve as Secretary/Treasurer of the AHP Foundation Board of Trustees.
(h) Perform such other duties as the Board may from time to time assign.
Section 10. Succession. In the event the Chair is unable to perform his or her duties, the Vice Chair shall assume the office of the Chair. In the event that the Vice Chair is unable to do so, the Secretary/Treasurer will assume the office of the Chair. In the event that all of the above named officers are unable to assume the office of the Chair, the Board shall elect one of the Directors to assume the office of the Chair.
ARTICLE IX: COMMITTEES
The Association shall have a Board Governance & Leadership Committee and a Quality & Risk Management Committee.
Section 1. The Board shall have authority to establish, appoint, or terminate special committees or task forces and to confer upon each such duties and authority deemed necessary and appropriate.
ARTICLE X: PRESIDENT & CHIEF EXECUTIVE OFFICER
The Board shall employ a President & Chief Executive Officer, who shall manage the Association’s programs and business. The President & Chief Executive Officer shall be given the necessary authority and be held responsible for the direction, administration and coordination of the Association in all of its activities, subject only to such policy as may be adopted and such orders as may be issued by the Board. The President & Chief Executive Officer shall have a continuing term of office until resignation or termination by the Board. The Association President & Chief Executive Officer shall fulfill these same responsibilities for the AHP Foundation as its President & Chief Executive Officer. The President & Chief Executive Officer shall be an ex officio, non-voting member of the Board, the Foundation Board of Trustees, the Hospital Development and Education Fund of Canada, and all committees.
ARTICLE XI: RULES
Robert’s Rules of Order (Newly Revised) shall govern at all meetings of the Association unless suspended by a majority vote of those present at any meeting.
ARTICLE XII: FISCAL YEAR
The fiscal year of the Association shall be July 1 to June 30.
ARTICLE XIII: INDEMNIFICATION
The Association shall indemnify any and all of its present and former directors, officers, employees, agents, committee members, or any person who may have served at its request or by election as a director or officer of another corporation or association in accordance with policies adopted from time to time by the Board.
ARTICLE XIV: LIMITATION ON ACTIVITIES DISSOLUTION
The Association shall use its funds only to accomplish the objectives and purposes specified in the Bylaws, and no part of the net earnings of the Association shall inure to the benefit of or be distributable to its directors, officers, other private individuals or organizations organized and operating for profit, except that the Association is authorized and empowered to pay reasonable compensation for service rendered. On dissolution or final liquidation of the Association the Board shall, after paying or making provision for the payment of all lawful debts and liabilities of the Association, distribute all of the assets of the Association to a not-for-profit organization or organizations which may have been created to succeed the Association or to one or more regularly organized and qualified charitable, educational or scientific organizations which may be selected by the Board.
ARTICLE XV: AMENDMENTS
These Bylaws may be amended by a majority vote at any Annual meeting of the Association or, in the interim, by electronic ballot as specified in Article VI, Section 4, of these Bylaws.
An amendment to be proposed at the Annual meeting shall be mailed or sent electronically to each voting member at least 30 days prior to the date of the Annual meeting.
An amendment to the Bylaws shall be effective immediately after the conclusion of the Annual meeting at which it was adopted, or, in the case of a mail or electronic ballot, on the date established as the deadline for return of ballots, unless another effective date therefore is specifically adopted at the time the amendment is enacted.
Amended July 9, 2013
Amended September 21, 2015
Amended October 9, 2017