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  Health Care Institute Bylaws
   
  Health Care Institute Appendix to bylaws
Bylaws of the Health Care Institute, an IFMA Alliance partner aka Health Care Council of the International Facility Management Association.

Adopted: June 21, 2012
Amended: 19 June 2014

Article I: Name

Section 1.
The name of this organization is the Health Care Council of the International Facility Management Association, hereinafter referred to as the Health Care Institute “Institute” said Institute being a Special Interest Group unit of the International Facility Management Association, hereinafter referred to as the “Association.”

Article II: Governing Authority

Section 1.
The Institute is governed and operated in accordance with the laws of the State of Texas, provisions of the Association’s Constitution and Bylaws, this Institute’s Bylaws, the regulations and requirements for the conduct of Councils of the Association as adopted from time to time by the Association’s Board of Directors and the rules and instructions of the Institute’s Board of Directors issued through its officers.

Article III: Organization

Section 1.
The Institute is a separate entity and the Association is not financially responsible for it.

Section 2.
The Institute shall be chartered by and shall be affiliated with the Association.

Article IV: Purpose and Policy

Section 1.
The Institute shall foster the purposes, vision, mission, goals, core values, and Code of Ethics of the Association in a distinct industry or area of interest. Members of the Institute shall strive to implement the Association’s professional policies among themselves and in the organizations which they serve.

Section 2.
The name, funds or influence of the Institute may be used only in support of Section 1.

Article V: Membership

Section 1.
The qualifications for membership shall conform to the requirements of the Institute’s Constitution and Bylaws. Institute members who do not comply with Institute’s requirements for Institute membership, including payment of additional dues or fees, shall be automatically dropped from Institute membership.

Section 2.
The provision of the Association Bylaws for disqualification, suspension, expulsion and reinstatement of members shall govern.

Article VI: Institute Board of Directors

Section 1.
The Executive Committee “Officers” of the Institute shall be members in good standing of the Association and the Institute. All Directors shall be members in good standing of the Institute.

Section 2.
The management and direction of the Institute shall be delegated exclusively to its Board of Directors and only those board members specifically named as Officers or Directors shall be eligible to vote on Institute business.

Section 3.
(a) The Institute’s Board of Directors shall consist of a maximum of 14 members, excluding the IFMA staff member serving as an ex-officio member as noted in subsection (f).
(b) The Board of Directors shall elect, based on the nominating committee’s slate, an Executive Committee of the Board of Directors consisting of the following members: a. President (who also serves as the Chairman of the Board of Directors.
b. Vice President: Two (2) positions
c. Secretary
d. Treasurer
e. The director selected by the IFMA Board of Directors to represent the IFMA Board, noted as ( c ) below
(c) A member of the IFMA Board of Directors shall be appointed to one of the Board of Directors positions. Selection of the individual will be by the Association.
(d) The Institute may choose to combine the duties of the Secretary/Treasurer.
(e) Non-officer Directors are appointed by the President and serve a two year term. Directors can serve for additional terms if reappointed by the then current President.
(f) An IFMA staff member will serve as an ex-officio on the Institute Board. Selection of the individual shall be by the Association.

Section 4.
Board of Directors Meetings
(a) Regular meetings: Regular meetings of the Institute’s Board of Directors shall be held at the call of the President with at least 7 days advanced notice.
(b) Special meetings: Special meetings may be called by a majority of the Board of Directors with at least 7 days advanced notice. The business at special meetings shall be limited to that of which the meeting was called. The Institute President shall be the presiding officer at all special meetings.
(c) Between meetings of the Board of Directors the Executive committee shall serve as the operating body for the day to day functioning of the Institute. This Executive committee shall be empowered to make decisions and take actions necessary to operate the business of the Institute.

Section 5.
A majority of the board shall constitute a quorum.

Section 6.
The Institute Board of Directors is specifically empowered to adopt rules for its own proceedings. If board membership falls below a quorum, the remaining board may meet even without a quorum to appoint sufficient members to attain a quorum.

Section 7.
Should the President resign, or otherwise be unable to fulfill his or her term of office, the Board may take action to appoint a new President. No advanced notice shall be necessary for filling a vacancy at a regular meeting of the Board.

Section 8.
A vacancy in an officer or director’s position shall be filled by appointment by the Institute President for the remainder of the replaced officer or director’s term.

Article VII: Officers

Section 1.
Each elected Institute Board member shall take office on the First day of July of each year and shall serve a two year term or until the officer’s successor is determined by the Board. The officers shall be appointed by the Board of Directors by an action of the Board.

Section 2.
The Institute President shall be a member of the Association in good standing and shall be a member of the Institute. The President shall serve as chairman of the board; shall preside at all meetings; shall select the chairs of special committees; shall ensure that the council is represented at the annual IFMA House of Delegates Meeting through a delegate selection procedure in conformity with any policies adopted by the IFMA Board of Directors under IFMA Bylaws; shall be an ex-officio member of all committees (except the Nominations Committee); and shall sign all agreements and formal instruments.

Section 3.
The Institute Vice President(s) shall be a member of the Association in good standing and shall be a member of the Institute. The Vice President(s) shall preside in the absence of the President(s) and shall perform other duties as assigned by the President or by the Board of Directors.

Section 4.
The Institute Treasurer shall be a member of the Association in good standing and shall be a member of the Institute. The Treasurer shall collect and receive Institute monies and securities; deposit funds and disburse same, subject to the direction of the Board of Directors; keep accurate books of account; submit a report at Board of Directors’ meetings; cosign all agreements and formal instruments, except those pertaining to the office of the Secretary; and submit a report of the Treasurer’s office at an annual meeting of the Institute. The Treasurer shall perform other duties as assigned by the Board of Directors.

Section 5.
The Institute Secretary shall be a member of the Association in good standing and shall be a member of the Institute. The Secretary shall see that notice is sent at least seven days in advance of all meetings of the Board of Directors and of the Institute and shall keep accurate minutes thereof. The Secretary shall maintain a file of all correspondence; keep a roster of committees and task forces; forward requested material and information to the Association; cosign all agreements and formal instruments, except those pertaining to the office of the Treasurer; and submit a report of the Secretary’s office at an annual meeting of the Institute. The Secretary shall perform other duties as assigned by the Board of Directors.

Section 6.
An Institute officer may be removed from office prior to expiration of the officer's term for good cause only. A petition signed by a majority of Board members shall be necessary to initiate the removal procedure. The petition shall state the specific causes for removal. All members of the Institute Board shall receive at least 7 days notice of a meeting (whether general or special) at which the removal of the officer will be considered. The challenged officer shall have right to present a defense to the Institute Board. The officer shall be removed from office upon a two-thirds vote of Institute Board members present and voting.

Article VIII: Nomination and Election of Officers

Section 1.
The Officers shall serve for a two (2) year term. If nominated by the nominating committee for an additional term(s), an officer may serve up to 3 consecutive terms.

Section 2.
Nominating Committee Procedure: A nominating committee chaired by the Immediate Past President shall prepare a list of qualified nominees no later than 60 days before the above assumption of office date. This list shall provide at least one name for each elective position on the Board and shall be presented to the Institute Board of Directors not later than thirty (30) days before the assumption of office date.

Section 3.
Elections shall be made by an action of the Institute’s Board of Directors

Section 4.
The Institute Secretary shall immediately notify the Association’s President of the results of Institute elections of Officers and Directors, including a complete listing of the Institute Officers and Directors for the coming year with their addresses and phone numbers.

Article IX: Committees

Section 1.
Committees
The Institute’s standing committees shall include the following: Executive Committee and Nominating Committee. The Institute Board of Directors shall have the power to create additional standing committees and special committees. The Institute President shall appoint all standing and special committee members or delegate selection to the committee chair, designate their duties and may authorize compensation for justifiable expenses.

Section 2.
Executive Committee
(a) Composition. The Executive Committee shall consist of the President, Vice President(s), Secretary, Treasurer, and the Board member selected by the IFMA Board to represent the IFMA Board.
(b) Authority. The Executive Committee shall exercise the authority of the Board in the control and management of the Institute’s affairs when the Board is not in session. The Executive Committee cannot modify action taken by the Board and the Board may modify any unexecuted action approved by the Executive Committee.

Section 3.
Nominating Committee
(a) Composition. The Nominating Committee shall be chaired by the Immediate Past President, if willing and able to serve, and otherwise the most recent Immediate Past President willing and able to serve. If a member of the Nominating Committee becomes a candidate for office, that member must resign from the Nominating Committee.
(b) Authority. The Nominating Committee shall perform those tasks relating to nomination of officers as stated in these Bylaws.

Section 4.
Authority to Act
Committee Appointees by Institute President may commence work immediately upon notification by the President and before the announcement of their appointment at a Board or Institute meeting.

Article X: Meetings of Members

Section 1.
At least one face-to-face Institute meeting should be conducted in the Institute’s fiscal year

Section 2.
Meetings of Members
(a) Regular meetings. Regular Meetings of the Institute’s membership shall be held at the call of the President with at least 7 days advanced notice.
(b) Special meetings. Special meetings may be called whenever the majority of the Board of Directors deems it necessary or upon written request by not less than 20 percent of the Institute membership. The business at special meetings shall be limited to that of which the meeting was called.
(c) Annual meeting. The Annual meeting of the Institute shall be held as directed by the Institute Board of Directors at which time reports of the committees shall be submitted. The Secretary shall submit an annual report of the activities of the Institute during the past term of office, and the Treasurer shall submit an annual report of the finances of the Institute. A copy of these reports shall also be sent to the Association as part of the Institute’s annual recertification report in accordance with the Association Bylaws.
(d) A quorum to take a binding membership vote shall consist of 2% of the Institute’s membership.

Article XI: Institute Administration

Section 1.
Conduct of Institute Business
(a) These Bylaws, together with the applicable provisions of the Association’s Constitution and Bylaws, Robert’s Rules of Order (Newly Revised), and Texas law shall govern the conduct of the business of the Institute.
(b) Rules in the nature of rules of order contained in these Bylaws may not be suspended unless such rules provide for their own suspension.

Section 2.
Neither members nor directors may vote, or otherwise act, by proxy.

Section 3.
The fiscal year of this Institute shall be the same as that of the Association.

Section 4.
The Institute shall furnish all records and reports requested by the Association’s President, including regular reports on the financial condition of the Institute.

Section 5.
Minutes of board of directors meetings, meetings of members, and committee and special meetings shall be sent to the Association by the Institute Secretary.

Section 6.
Recertification
The Institute shall submit a request for recertification to the Association’s President each year by the date established by the Association’s President. The request shall include such information as required by policies and procedures adopted by the Association’s Board of Directors. The Association’s Board of Directors shall review the request for recertification and approve or deny the request based upon the professional activity of the Institute and its Officers. The Board may grant conditional recertification upon such terms and conditions as the Board deems appropriate.

Section 7.
Annual dues notice shall be sent by the Association at least 60 days in advance of each member’s anniversary date and are payable when rendered. Initial dues shall accompany the membership application.

Section 8.
Association and Institute dues shall be payable in U.S. dollars or the equivalent directly to the Association. Institute remittance of members’ Institute dues will be returned to the Institute by the Association in accordance with IFMA policy as stated in the Association Constitution and Bylaws.

Section 9.
No Assessments
The Institute does not have the power to levy any special assessment on any member of the Association, other than regular annual dues and reasonable and necessary fees for attendance at Association and Institute meetings, conferences, seminars and special events. Voluntary contribution programs for Institute support or other purposes may be established by the Association’s Board of Directors. The Association’s Board of Directors may, on a case-by-case basis or by adopted procedures, allow units the ability to charge additional and/or supplemental fees for services rendered by such unit.

Section 10.
A member of the Board of Directors or of a committee shall be disqualified from participation concerning or voting on any item of business as to which the member has a direct personal or pecuniary interest not common to the other members of the Board or committee.

Section 11.
Anti-trust policy: All council activities and/or discussion shall be avoided which might be construed as tending to:
(a) Raise, lower, or stabilize prices.
(b) Regulate the provisions of services or their costs
(c) Allocate market.
(d) Encourage boycotts
(e) Foster unfair trade practices
(f) Assist in promoting monopolization; and/or
(g) In any way violate applicable trade regulations and anti-trust laws

Article XII: Amendments

Section 1.
Any elected Institute Officer or Director may propose an amendment to these Bylaws. Proposed amendments to Institute’s Bylaws shall first be submitted along with a copy of the complete, current Institute Bylaws, to the Institute Board and then to the Association for approval. After Association approval, the proposed amendments shall then be publicized to the general Institute membership at least two weeks prior to a regular Institute meeting or special meeting.

Section 2.
Within two weeks of the meeting referred to in Section 1, the Institute Secretary shall send ballot forms to all qualified voting members of the Institute with all returned ballots to be received with in forty-five days after the date that the Secretary sends out the ballot forms. These Bylaws may then be amended via ballot sent to the qualified voting members with a majority 25% of those responding voting in the affirmative. The Institute board may adopt policies and procedures for balloting in conformance with applicable statutes.

Section 3.
IFMA may require the Institute to amend its Bylaws at any time to conform with IFMA’s Articles of Incorporation, Constitution, Bylaws or adopted policies.

Article XIII: Not-for-Profit, Professional Association

Section 1.
Institute is organized and operated exclusively for the purpose described in Section 501(c)(6) of the U.S. Internal Revenue Code or the corresponding provisions of a future United States of America revenue law.

Article XIV, Dissolution, Suspension & Termination

Section 1.
Provisions for suspension, termination, and dissolution of the Institute shall be as provided for in the Association Bylaws and such policies as the Association Board may adopt in support of the Bylaws. If the Institute is unable to dissolve and liquidate its assets, the Association’s President shall be deemed the Institute’s representative and may perform all acts useful and necessary for the dissolution of the Institute and the liquidation of its assets.”

Article XV: Numbering of Articles and Sections

Section 1.
The Institute Board of Directors is authorized to number the articles and sections of these Bylaws to correspond with any changes that may be approved.

Ratified this 21 day of June, 2012, by the Health Care Institute Board of Directors

Ratified this 19 day of June, 2014, by the Health Care Institute Board of Directors

Approved By:
Leo Gehring