Health Care Institute
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
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
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
The Institute is a separate entity and the Association is not
financially responsible for it.
The Institute shall be chartered by and shall be affiliated with the
Article IV: Purpose and Policy
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.
The name, funds or influence of the Institute may be used only in
support of Section 1.
Article V: Membership
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
The provision of the Association Bylaws for disqualification,
suspension, expulsion and reinstatement of members shall govern.
Article VI: Institute Board of Directors
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.
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
(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
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
(d) The Institute may choose to combine the duties of the
(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.
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.
A majority of the board shall constitute a quorum.
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.
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.
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
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.
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.
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
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.
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.
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
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.
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.
Elections shall be made by an action of the Institute’s Board of
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
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.
(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.
(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.
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
At least one face-to-face Institute meeting should be conducted in the
Institute’s fiscal year
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
(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
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
(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.
Neither members nor directors may vote, or otherwise act, by proxy.
The fiscal year of this Institute shall be the same as that of the
The Institute shall furnish all records and reports requested by the
Association’s President, including regular reports on the financial
condition of the Institute.
Minutes of board of directors meetings, meetings of members, and
committee and special meetings shall be sent to the Association by the
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.
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.
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
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.
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.
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
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.
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.
IFMA may require the Institute to amend its Bylaws at any time to
conform with IFMA’s Articles of Incorporation, Constitution, Bylaws or
Article XIII: Not-for-Profit, Professional Association
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
Article XIV, Dissolution, Suspension & Termination
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
The Institute Board of Directors is authorized to number the articles
and sections of these Bylaws to correspond with any changes that may be
Ratified this 21 day of June, 2012, by the Health Care Institute Board
Ratified this 19 day of June, 2014, by the Health Care Institute Board