Note: A set of “generic” bylaws is currently under consideration or has already been adopted by other Michigan Regional Chapters. The “generic” bylaws use MiSHE bylaws as a base. UP Chapter is being asked to adopt the “generic” bylaws to make it easier for all members of the state to know and follow bylaws for the UP Chapter and MiSHE. Following is the “generic” bylaws. For purposes of comparison, click this link to go to the old bylaws found at the bottom of this page.

GENERIC

BYLAWS

FOR

REGIONAL CHAPTERS

REVISION DATE: September 2010

ARTICLE I

Name and Purpose

Section 1. Name

The <name and acronym> is a Regional Chapter organized under the IRS non-profit designation of MiSHE (Michigan Society for Healthcare Engineering). The term “Society” is used to mean <regional chapter acronym>/MiSHE.

Section 2. Purpose and Objectives

The Society is organized for educational purposes and is a non-profit organization. The main objective shall be to promote better patient care through improved engineering practices by:

A. Encouraging and assisting members to develop their knowledge of healthcare engineering principles.

B. Conducting regular meetings, conferences and educational programs.

C. Promoting the improvement of healthcare services by assisting members to exchange ideas relating to facilities management.

D. Promoting communications between the Regional Chapter and MISHE.

E. Encouraging communication with regulatory and accreditation agencies, through MiSHE, to create a better understanding of necessary codes and standards relating to the physical plant which are consistent with state of the art engineering principles.

F. Promoting the professional development and recognition of the Society and its members.

G. Act as an advocacy group for codes and standards, which affect its members and healthcare facilities.

ARTICLE II

Affiliations

There will continue to be formal affiliation with the MiSHE and any other MiSHE affiliated chapter or association.

ARTICLE III

Membership, Dues and Voting Privileges

Section 1. Professional Members

A Professional membership in the Society shall include persons having supervisory responsibility in engineering (maintenance), or supporting departments of a Michigan healthcare facility and/or a Professional member of a healthcare engineering association. Only Professional members in good standing may vote, be recognized or hold office in the Society.

Section 2. Associate Members

Associate members of the Society shall include individuals who work with or call on healthcare institutions or organizations that do not have direct healthcare engineering responsibilities and are typically not employees of a healthcare institution or organization. Associate members may participate in meetings of the general membership but shall not have voting privileges.

Section 3. Lifetime Members

A member in good standing who retires after 10 years of Professional membership may be elected to Lifetime member status by indicating a desire to maintain an interest in hospital engineering and continue to participate in the Society activities on a yearly basis. Lifetime members shall not have voting privileges and must be nominated by a Michigan Regional Chapter or a MISHE Board Member. Approval of the request will be by a simple majority vote of the Board of Directors.

Section 4. Honorary Members

Honorary membership may be granted annually to such persons of distinction as are deemed worthy by the Board of Directors. Nominations for Honorary memberships must be submitted by a Michigan Regional Chapter or MISHE Board Members. Honorary members may participate in meetings of the general membership but shall not have voting privileges.

Section 5. Regulatory Liaison Member

Regulatory Liaison Members are those individuals who are employees of regulatory agencies. Regulatory Liaison Members shall not have voting privileges and must be nominated by Michigan Regional Chapter or a MISHE Board Member.

Section 6. Educator/Student/Mentoring Members

An Educator/Student membership in the Society shall be available to full-time educators and enrolled college students taking course work in any discipline related to work done by Professional Members. A Mentoring membership in the Society is available to any person employed full-time at a healthcare organization and being mentored into a leadership role within that organization for any discipline related to work done by Professional Members. The Mentoring Member must be sponsored by a Professional Member from the same organization. The Educator/Student/Mentoring Member may serve on committees but may not vote or hold office. The dues for this membership classification are set at $25.

Section 7. Establishment of Membership

Membership in the Society shall become effective upon receipt of an application by the Society's Executive Director from a qualified individual who has paid membership dues. Formal recognition of membership will be at the Regional Chapter level. Membership is exclusive to the individual; there is no corporate membership.

Section 8. Transfer of Membership

Membership in the Society shall not be transferable to another person.

Section 9. Reclassification of Membership

Members who change employment affiliation so that reclassification of membership type is required shall give the Society's Executive Director written notice within 30 days of such change and shall have their membership changed to the appropriate membership type. The Society maintains the right to re-classify without prior notice members who have changed their employment status.

Section 10 Termination of Membership

a. Resignation: A member may at any time file a resignation from the Society in writing with the Society's Executive Director.

b. Suspension or Expulsion: The MiSHE Board of Directors may suspend or expel any member “for cause” (see definition below) at any time, after giving such member the opportunity for a hearing before the Board of Directors. Such hearing shall be conducted in a manner similar to the “hearing procedure” found in the Member Handbook. Any member suspended or expelled may be reinstated by the affirmative vote of a majority of the voting members of the Board of Directors. The term "for cause" shall include, but not be limited to, any of the following:

1. Any violation of these bylaws.

2. Any violation leading to criminal conviction.

3. Any conduct on the part of a member that is prejudicial or non-facilitating to the interests and welfare of the Society and its members.

c. Loss of Eligibility.
Membership of any person who, because of change of position or employment, 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. The MiSHE Board of Directors has the right to consider the grace period for special circumstances.

d. Nonpayment of Dues.
Membership of any person who is 90 days in arrears in the payment of annual dues will be automatically terminated.

Section 11. Member in Good Standing

A member who is in “Good Standing” is a member that:

· Pays dues before the end of the first quarter (approximately 90 days after the first of the year).

· Continues to pay dues, uninterrupted, from the time they become a member.

· Has been a member and paid dues for a minimum of 3 years (requirement to hold office).

· Has not been previously expelled from this Society (including Regional Chapters and Affiliates)

· Retires after a minimum of 10 years of Professional membership (a requirement for Lifetime Membership)

Section 11. Dues

All members will pay dues individually to continue to be a member in good standing. All members will join through their respective Regional Chapter. Dues shall be payable by March 1 of each year. Regulatory Liaison, Lifetime and Honorary members shall pay no dues

ARTICLE IV

Officers

Section 1. Chapter Officers

All chapter officers will be Professional members. Chapter Officers shall consist of:

· Immediate Past-president

· President

· President-elect

· Secretary

· Treasurer

Section 2. Succession of Officers

The succession of officers follows a “school calendar”, rather than a calendar year; October through September. Each year a new Secretary will be elected before the Annual Conference in September. At the Annual Conference, the new officers will be introduced to the membership. On the day immediately following the Annual Conference, the new officer rotation for the next year will become active. At that time, the new Secretary will take over for the next “school calendar” year. The former Secretary will become the President-elect. The President-Elect will become President. The former President will become the Immediate Past-president. In the event that a vacancy occurs, the succession will automatically occur and a new Secretary will be chosen.

Section 3. Immediate Past President

The Immediate Past President will serve at the direction of the President and shall assume duties as assigned. The Immediate Past President is to serve as the Chair for the Membership Committee.

Section 4. President

The President shall preside at all meetings and will appoint chairs for any special committees and serve as a MiSHE Board Representative.

Section 5. President-Elect

The President-Elect will perform such duties as assigned by the President; will preside over meetings in the absence of the President, will serve as a MiSHE Board Representative and will assume the office of President should the position become vacant prior to the completion of the President’s term of office.

Section 6. Secretary

The Secretary shall be the recording officer of the MISHE Board, and may act as the corresponding secretary if requested by the President. The Secretary will be the Chairperson for revisions of the Bylaws. The Secretary will assume the office of President-elect should the position become vacant prior to the completion of the President-elect’s term of office.

Section 7. Treasurer.

The Treasurer shall receive and disburse funds for the Regional Chapter based on accounting rules established by MiSHE. The Treasurer is considered the person with fiduciary responsible to the Regional Chapter and to MiSHE. MiSHE will use the information reported from the Treasurer to complete annual paper-work associated with state and federal reporting and/or tax filing. The Treasurer position is elected each year; is not in succession, as other officers; and there are no term limits.

Section 8. Associate Members

There will be two Associate Members serving on the MiSHE Board. Nominations will be requested by MiSHE. These two Associate Members may be chosen from any Michigan regional chapter, but may not be from the same regional chapter or company. Associate members will have voting rights when serving on the MiSHE Board. Their terms shall be staggered.

Section 10. Ex Officio Members and Members at Large

MiSHE Board Officers serve as Ex Officio members of the Regional Chapter. Members at Large can be the Membership Committee Chair; the healthcare engineering representative on the Michigan State Fire Safety Board; and the MISHE Director. Ex Officio and Members at Large have voting privileges.

Section 11. Officers Handbook

The Officers Handbook should be consulted to clarify responsibilities of officers and committee members. The handbook guides the internal operation of the Regional Chapter and can be edited, revised and updated by vote of a simple majority at an official meeting of chapter.

Section 12. Quorum Count

A quorum shall be representation from at least one quarter (1/4) of the voting membership.

ARTICLE V

Conflict Of Interest

Section 1. General

The Society shall administer its affairs honestly and exercise their best skill, and judgment for the benefit of the Society. All acts of the officers shall be for the benefit of the Society. Officers shall exercise the utmost good faith in all transactions relating to their duties in the Society. In their dealings with and on behalf of the Society, they are held to strict requirements of honesty and integrity. They shall not use their position, or knowledge gained for personal or commercial benefit and operate so no conflict arise between the Society's interest and that of the individual in any dealing that may affect the Society. Officers shall not accept any favors or in-kind gestures that might adversely or improperly influence their actions affecting the Society or its members. During their terms of office, officers will promptly make full disclosure of any conflict of interest and work to resolve them before continuing as an officer.

Section 2. Disclosure of Conflict of Interest

Each officer shall make written disclosure that might result in a conflict of interest upon nomination to office, before appointment to fill a vacancy in office, or changes that may impact the office or responsibilities of the officer. Such disclosure shall be made in writing and sent to the Executive Director to be included in the agenda for the next MiSHE Board meeting.

Section 3. Resolution of Conflict of Interest

a. Upon disclosure of a conflict of interest or a challenge on that basis, an officer shall resolve such conflict in a manner consistent with that provided in the Officer Handbook.

b. Any officer who fails to make written disclosure, or is found to have an unresolved conflict of interest that does or will substantially impair faithful and diligent performance of the duties of office, will be removed from office.

c. In the event the MiSHE Board determines the conflict is serious enough to jeopardize the interests and welfare of the Society, the officer may be suspended immediately pending final review by the Board of Directors.

ARTICLE VI

Meetings

Section 1. Chapter Meetings

Meetings of the Regional Chapter will be held at the call of the President or at the request of a majority of the chapter members.

“Roberts’ Rule of Order” shall govern the Society in all cases to which they may be found applicable and not inconsistent with the Bylaws of the Society.

Section 2. Electronic Participation

If officers or members are physically unable to attend a meeting they will be considered in attendance and part of the quorum counts if they are in attendance via electronic conferencing. The officer or member is considered “present” as long as real time communications exists between the officer or member.

Section 3. Annual Meeting

There shall be a minimum of one annual meeting of general membership of the Society during the regular business year. The Annual Conference has been designated the appropriate time to have a general membership meeting. The MiSHE Board of Directors may change the meeting date if announced at least two months in advance of the meeting.

The purpose of the annual meeting shall include:

A. Educational programs

B. Transaction of the Society business and committee reports

C. Introduction of new Regional Chapter Officers and MiSHE Board members.

D. Membership vote on changes to the Bylaws of the state Society.

ARTICLE VII

Amendments

Section 1. State Amendment Procedure

The affirmative vote of two-thirds of the Professional members present at the annual meeting, or another meeting called for such purposes, will be required to amend the Bylaws of the state. Notices of such a proposal shall be sent to the membership at least 30 days prior to the meeting at which the proposed change will be voted upon.

Section 2. Regional Chapter Amendment Procedure

The affirmative vote of two-thirds of the Professional members registered in the chapter at the time of the vote will be required for ratification of Regional Chapter Bylaws addendums to the State Bylaws. Regional Chapter addendums must compliment, support, and enhance the State Bylaws, without impinging on the Bylaws of the State Society. Electronic vote may be used to determine the distribution of vote. Notices of such a proposal shall be sent to the membership at least 30 days prior to the meeting at which the proposed change will be voted upon.

Dissolution

Section 1: Dissolution of Assets

Upon the dissolution of <regional chapter name>, assets shall be distributed to an exempt organization, MiSHE (Michigan Society for Healthcare Engineering), within the meaning of IRS 501 code, or the corresponding section of any future Federal Tax Code, or shall be distributed to the federal government, or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the association is located.

Upper Peninsula Society for Healthcare Engineering

UPSHE BYLAWS

ARTICLE I

Section 1: Description

The name of this organization will be known as the Upper Peninsula Society for Healthcare Engineering. This non‑profit organization shall hereinafter be referred to as the Society or UPSHE.

Section 2: Purpose and Scope

UPSHE is a professional society devoted to promoting better patient care service through quality education for its membership in the area of facilities management and by expanding the skills, standards and knowledge of its healthcare plant operations and/or maintenance staff.

ARTICLE II - Membership

Section l: ~~Active~~ Professional Members

An ~~active~~ Professional member of the Society shall include any person in a supervisory position responsible for ~~the~~ plant operations and/or maintenance function in a healthcare facility or related medical institution providing patient care. These individuals must have completed membership applications and have paid their annual dues to UPSHE. ~~Active~~Professional members may make, support and vote on all motions.

Section 2: Associate Members

An associate member is a person not directly employed by a healthcare facility, but is involved by reason of health care related interests. Associate members may be listed in the membership roster and may attend UPSHE meetings or events by invitation only with approval of the UPSHE president. These individuals must have completed membership applications and have paid their annual dues to UPSHE.

Associate members will not have any voting privileges and may not hold any UPSHE offices.

Section 3: Life Members

An ~~active~~Professional member that retires can be designated as a Life Member upon giving notice of interest and receiving the approval from a simple majority vote of the members present at any meeting of the Society. A Life Member will pay no dues, will be listed on the membership roster, and is encouraged to attend meetings or events, can hold office and vote.

Section 4: New Members ~~‑ Election~~

A new member shall officially become a member upon receiving the approval of the membership chair, having already applied and paid dues to UPSHE ~~a simple majority of the members present at any meeting of the Society with a quorum of Active Members present.~~

Section 5: Dues ‑ ~~Active~~Professional / Associate Members[John Hohm1]

All ~~Active~~Professional Members shall be assessed the sum of ~~$ 5.00~~ $15.00? per calendar year. ~~$5.00~~ $10.00 of each ~~Active~~Professional Member's dues will be forwarded to MiSHE for state society membership. Dues are to be paid by January 31 of each year.

All Associate Members shall be assessed the sum of ~~$15.00~~ $45.00? per calendar year. ~~$15.00~~ $25.00 of each Associate Member's dues will be forwarded to MiSHE for state society membership. Dues are to be paid by January 31 of each year.

ARTICLE III – Officers

Section 1: Officers

The officer positions in UPSHE shall consist of the President and the Immediate Past President ~~and one other office which combines President, Secretary, and Treasurer.~~

Term of office ‑ The President/Secretary/Treasurer officer of the Society shall be elected for a term of two years by simple majority vote of the membership ( requires a quorum of ~~active~~Professional members) at the spring meeting and will assume office ~~January~~ October 1st following the election. This election can be handled either at a membership meeting or electronically ~~such as by email~~[John Hohm2] .

Section 2: Duties of Officers (Pres/Secretary/Treasurer position and Past-President position)

President ‑ shall act as chairman of all business meetings. He/she will be responsible for coordinating all of the activities of the Society, and shall appoint committees as needed. At each meeting, the President will appoint one member to act as Secretary for the meeting. The President may serve as ex officio member of all committees except the committee for nomination of officers. The President may call special meetings. The President will have overriding authority for any and all actions of the Society, which the President demonstrates are contrary to the bylaws or principles of the Society. The President shall be responsible for programming meetings (developing the educational programs and meeting locations) during the term of office. The President shall conduct official correspondence and communications of UPSHE, maintain files of incoming and outgoing mail.

Secretary ‑– as appointed by the President, shall record official minutes of regular and special meetings. The minutes will be sent electronically to the President who will communicate these to UPSHE members [John Hohm3] .~~The Secretary shall conduct official correspondence and communications of UPSHE, maintain files of incoming and outgoing mail.~~

Treasurer ‑ shall be part of the Secretary duties during the meeting. The Secretary will record all money related information in the minutes of the meeting. The minutes will be a permanent record of payments and expenses incurred by the Society. It is to be recognized that all expenses incurred by UPSHE will be forwarded to MiSHE for payment out of the money allocated for UPSHE. The President or appointed Secretary will contact MiSHE to determine the amount of money currently allocated as of the time of the meeting. responsible for all funds or moneys of UPSHE. Appropriate fiscal records will be kept and reported at regular meetings. The Treasurer will keep an official record of the names and addresses of paid members. The Treasurer will not be required to maintain a separate banking account of the UPSHE funds unless or until such time that the fund balance exceeds $1000.00 and these monies are not held in an official MISHE banking account. The duties of treasurer may be delegated by the President to any UPSHE member for a period of up to two years and may be renewed every two years by the current President. There is no limit on the number of times a person may be delegated treasurer responsibilities.

Immediate Past President ‑ will be provide continuity as the new President assume the roles as Pres/Secretary/Treasurer. This postion will also assume the job of Membership Chair for the purpose of recruiting and handling current membership rolls for the Society.

Section 5: Termination

Any level of membership may be terminated upon recommendation of the officers followed by a vote of the majority of membership present at any given meeting. Termination may be initiated for conduct considered contrary to the bylaws or objectives of the Society.

ARTICLE IV – Affiliations

Section l: State Affiliations

The Upper Peninsula Society for Healthcare Engineering is affiliated with the Michigan Society for Healthcare Engineering. All paid members of the Upper Peninsula Society for Healthcare Engineering will automatically have their membership paid to the state society (MiSHE).

MiSHE Board of Directors ‑ Two UPSHE members shall serve on the MiSHE Board of Directors. Each Board of Director's term of office is two years beginning in October. Representation shall be staggered with one new member being elected each year. If there are no extenuating circumstances, the two members designated will be the President and Immediate Past President of UPSHE.

Section 2: National Affiliations

The Upper Peninsula Society for Healthcare Engineering is an NOT an affiliated chapter of the American Society of Healthcare Engineering, however, all members of the Society are encouraged to become ~~active~~Professional members of ASHE.

ARTICLE V - Committees

Section 1: Standing Committees

There will be no standing committees in UPSHE.

Section 2: AD HOC Committees

Ad Hoc committees may be appointed by the president as needed. Both ~~Active~~Professional and Associate Members may be appointed.

ARTICLE VI - Meetings

Section 1 Meeting of Membership

The Society shall meet at least once a year; however it is encouraged to conduct a spring and fall meeting, moving meeting locations throughout the Upper Peninsula. A quorum at any meeting shall consist of twenty percent (20%) of the ~~Active~~ Professional Membership. “Robert's Rules of Order" or a modified “Robert’s Rules of Order” may be used, but is not required for conducting meetings.

ARTICLE VII - Amendments

Section 1: Amending Method

At any time these bylaws may be revised by submitting a proposed amendment that is adopted by a two‑thirds vote of those UPSHE ~~Active~~Professional members that are voting. A minimum 50 percent of ~~Active~~Professional Members must participate in the vote.

ARTICLE VII - Dissolution

Section 1: Distribution of Assets

Upon the dissolution of UPSHE, assets shall be distributed to an exempt organization, MiSHE (Michigan Society for Healthcare Engineering), within the meaning of IRS 501 code, or the corresponding section of any future Federal Tax Code, or shall be distributed to the federal government, or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the association is located [John Hohm4] .