ARTICLE I – NAME
The name of the association shall be Quality Healthcare Association of West Virginia (QHAWV).
ARTICLE II – PURPOSE AND OBJECTIVES
SECTION 1 The purpose of this organization will be to promote the delivery of quality health care in the most effective manner.
SECTION 2 The objectives of this association shall be:
A. To give patients primary consideration in all actions affecting their health and welfare.
B. To encourage, develop and provide continuing education for all persons involved in the assurance of quality health care.
C. To facilitate communication, cooperation and the sharing of knowledge and professional ethics.
D. To evaluate the educational and professional needs of the membership being cognizant of future trends in relation to other allied health fields.
ARTICLE III – MEMBERSHIP
Membership shall be open to all persons involved in the assurance of quality health care. No person shall be denied membership because of race, sex, national origin, handicap, or political affiliation.
ARTICLE IV - DUES
Dues shall be paid by the membership annually in April. Annually is defined as May 1 through April 30th. If dues remain in arrears after ninety (90) days, all of the membership privileges shall cease and the individual affected shall be required to reapply.
The privilege to vote, serve as a delegate, or hold office shall be granted only to current members in good standing.
ARTICLE V – MEETINGS
SECTION 1 The annual meeting of the Association shall be held in the fall, following NAHQ convention.
SECTION 2 An educational conference shall be held at least annually.
SECTION 3 Notice of meetings shall be sent to members at least 2 weeks in advance of the meeting.
ARTICLE VI – OFFICERS
SECTION 1 The officers of the Association shall consist of the President, President Elect, Immediate Past President, Secretary, and Treasurer.
SECTION 2 The officers shall serve for a term of two years or until their successors are elected, and shall serve no more than two consecutive terms in the same office. The officers shall assume their duties at the close of the annual meeting.
SECTION 3 The duties of the officers shall be as follows:
A. The President shall reside at all meetings of the membership and Board of Director. The President shall see that the lines of direction given by the membership and the actions of the Board are carried into effect, and shall report to the membership and the Board on the business and management of the Association.
B. The President Elect shall perform the duties of the President in the event of the President’s absence or inability to complete his/her term of office. The President Elect shall appoint the chairman of the Nominating Committee from among the members of that committee.
C. The Immediate Past President shall, in the temporary absence of both President and President Elect, perform the duties and assume the responsibilities of the Presidency until the return of said persons or until a successor is elected.
D. The Secretary shall be responsible for issuing notices of all meetings of the membership and the Board of Directors, and shall see that the minutes of such meetings are kept. The Secretary shall be responsible for the custody of the Association’s books, records, and files, and shall perform such duties as are usual to this office.
E. The Treasurer shall be responsible for the acceptance and custody of all monies of the Association and for the disbursement thereof as authorized by the Board of Directors; for seeing that accurate records are kept or monies received and paid out; for executing contracts and other instruments authorized by the Board; for issuing financial statements and reports; upon receipt of dues, a membership card will be sent to all members. The bylaws will be available to all members via the website. (www.qhawv) The treasurer performs other duties usual to the office.
F. In the event of a vacancy in the office of Secretary or Treasurer, the President shall name a successor to complete the term of office subject to approval of the Board.
ARTICLE VII – BOARD OF DIRECTORS
SECTION 1 The Board of Directors will consist of the Officers, four (4) district representatives, one (1) representative from each district and the Leadership Council Representative.
SECTION 2 The term of office for all District Representatives shall be two (2) years and may be eligible for re-election of a second term. The Leadership Council Representative shall be elected annually by the membership.
SECTION 3 The Board of Directors shall manage the affairs of the Association. The Board shall approve appointments to all standing committees except Nominating Committee, and shall perform such other duties as specified by the bylaws.
SECTION 4 The Board of Directors shall correspond via a meeting, e-mail, or teleconference at least semi-annually at such times and places as the Board may direct. Notice of the type of meeting, time, place if applicable, and purpose of the meeting shall be communicated to each Board member not less than two (2) weeks before the meeting.
SECTION 5 Special meetings of the Board may be called by the President and shall be called on the written request of at least three (3) Board members or on the written request of at least twenty-five percent (25%) of the members. A notice of the time, place, and purpose of the meeting shall be sent not less than fifteen (15) days before the meeting.
SECTION 6 Two thirds (2/3) of the members of the Board of Directors must be present to constitute a quorum for the transaction of business.
SECTION 7 All Board meetings, except Executive Sessions, shall be open to members in good standing. Notices and minutes of the Board meetings shall be made available to any member on written request.
SECTION 8 The Board of Directors, by two thirds (2/3) vote, may remove any members of the Board, if it is deemed that said member has not fulfilled the duties of the office.
SECTION 9 Business of the Board of Directors may be transacted by teleconference or electronically (email).
ARTICLE VIII – DISCTICT REPRESENTATIVE
SECTION 1 each of the Districts shall elect one (1) District Representative and one (1) alternate from members within their respective districts. The alternate shall complete the term in the event the Representative cannot, for any reason, complete the term and shall remain eligible for nomination of Representative for the following term. In the event that no alternate is available or the alternate is unable to fulfill the term, the President, with approval of the Board, shall name a successor. In addition to serving as a Board member, the representative shall direct and coordinate the affairs of the Association in his/her district, including the annual District meeting.
SECTION 2 The Districts are defined as counties:
District 1 Hancock, Brooks, Ohio, Marshall, Wetzel, Monongalia, Preston, Marion, Tyler, Pleasants, Wood, Wirt, Ritchie, Doddridge, Harrison and Taylor
District 2 Roane, Calhoun, Kanawha, Clay, Braxton, Nicholas, Jackson, Boone, Fayette, Greenbrier, Monroe, Summers, Mercer, Wyoming, McDowell, and Raleigh
District
3 Jefferson,
District 4 Mason, Putnam, Cabell, Lincoln, Wayne, Mingo, and Logan
ARTICLE IX – STANDING COMMITTEES
SECTION 1 The Association shall have standing committees. The standing committees shall be as follows:
Finance Committee
Bylaws, Policy and Procedure Committee
Educational and Program Committee
Membership Committee
Nominating Committee
SECTION 2 The functions of the standing committees are usual and customary.
SECTION 3 The Board of Directors shall establish special ad hoc committees as it deems necessary. The Board shall establish the functions of these committees which operate under the general supervision of the Board.
ARTICLE X – NOMINATING COMMITTEE
SECTION 1 There shall be a nominating committee consisting of five (5) members, of these there shall (be at least) one from each District. The election of nominating committee members shall be every two (2) years concurrent with the election of officers. Board members shall not be eligible to serve as members of the Nominating Committee.
SECTION 2 The President Elect shall appoint the Chairman of the Nominating Committee from the elected members.
SECTION 3 The committee shall prepare a slate of acceptable candidates for officers of the Association. Wherever possible, at least two (2) nominees shall appear on the ballot with provisions for write-in. A biographical sketch of each candidate shall accompany each ballot.
ARTICLE XI – ELECTION OF OFFICERS
SECTION 1 Election of officers shall be by mail ballot or by electronic media ballot. At least thirty (30) days prior to the annual meeting, a ballot setting forth the slate of nominees shall be mailed or e-mailed to each member of the Association at his/her last record of address on file with the Association. Ballots shall be mailed or emailed to the chairman of the Nominating Committee no later than ten (10) days prior to the annual meeting.
SECTION 2 Prior to the annual meeting, the Chairman of the Nominating Committee shall appoint three (3) tellers prior to the annual meeting to tabulate or oversee the tabulation of the ballots.
SECTION 3 Officers shall be elected by plurality of the votes cast by the members in good standing. A tie vote will be decided by lot as determined by the Nominating Committee. The Chairman of the Nominating Committee shall announce the results of the elections at the Annual Meeting.
ARTICLE XII – PARLIAMENTARY AUTHORITY
Robert’s Rules of Order, Revised: shall govern the proceedings in all matters where they apply and are not in conflict with the bylaws.
ARTICLE XIII – METHODS OF AMENDING THE CONSTITUTION AND BYLAWS
The Constitution and Bylaws may be amended at anytime by a majority of those members present at the Annual Meeting, provided a copy of the proposed amendments have been sent to each member at least two (2) weeks prior to the Annual Meeting.
ARTICLE IX – LEADERSHIP COUNCIL REPRESENTATION TO NAHQ
The President of the Quality Healthcare Association of West Virginia shall serve as the organization’s representative to the National Association for Healthcare Quality (NAHQ) Convention. In the event that the President is unable to attend as the State Representative, the President shall appoint the State Officer who will assume the Representative duties. This representative must meet the NAHQ requirements.
The membership of the QHAWV shall elect at the Spring Meeting the Leadership Council Representative to serve with the President. The representative must meet the NAHQ requirements.
POLICIES AND PROCEDURES
1. The Association shall reimburse the President to attend the NAHQ Annual Convention. Reimbursement shall be for reasonable expenses, up to a maximum amount of $500.00.
2. Leadership Council Representative(s) shall be reimbursed $200.00 for the attendance at the NAHQ Annual Convention.
3. Reimbursement shall be contingent upon maintaining an association funds balance of $1000.00. The amount of available funds shall be determined at the time the representative is appointed. Such funds shall be held in reserve by the treasurer until the representative is reimbursed.
4. When the employer of the person who is attending the NAHQ annual convention provides reimbursement, the Association shall reimburse the representative for the outstanding reasonable expenses, not covered by the employer not to exceed $500.00.
5. Expenditures incurred in the normal functioning of the organization shall be reimbursed by the treasurer. Expenses over $50.00 must first receive Board approval.
6. It shall be the responsibility of the Treasurer to see that a compilation of the books occur within three (3) months following the election of new officers.
7. The Board of Director and Committee members shall assume their duties at the close of the Annual Meeting.
8. Outgoing officers shall render all Association books, records, and files to their newly elected successors within 30 days following the Annual Meeting.
9. The Order of Business at the Annual Meeting is as follows:
Call to Order
Reading/Approval of Minutes
Report of Treasurer
Communications
Old and Unfinished Business
New Business
Adjournment
Reviewed: June 1996
Revised: June 1998 February 2003 May 2007