BYLAWS

MICHIGAN SOCIETY FOR HEALTHCARE ENGINEERING

Last Revised: May 2011

Approved by the MiSHE Membership – September 30, 2011

Preamble

MiSHE is a state association for healthcare facilities managers and defined as “Professional Members” under the section “Membership, Dues and Voting Privileges.” As a state association, MiSHE is made up of five integral, regional chapters (UP, NC, WM, EC, SE). Regional chapter officers act as representatives of the MiSHE Board of Directors who act as ultimate authority for all state and regional activities.

All chapters operate under a single IRS non-profit identity. Membership in MiSHE is based on membership in one of the five regional chapters; a member must first identify membership in one of the regional chapters to become a member of MiSHE. The bylaws and handbooks that govern MiSHE, apply to all chapters simultaneously, equally, and without exception.

MiSHE also encourages the affiliation of other societies and associations. The Michigan chapter of the Association for the Healthcare Environment (also known as MAHE) is recognized as an affiliate of MiSHE and operates under the same rules and privileges as MiSHE regional chapters.

ARTICLE I

Section 1. Name

The name of this association and non-profit entity shall be the Michigan Society for Healthcare Engineering, herein after known as MISHE with regional chapters: UP, NC, WM, EC, and SE.

Section 2. Purpose and Objectives

MiSHE is organized for professional 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 professional members in the exchange of ideas relating to facilities management.

D. Promoting communications between MISHE, Michigan Regional Chapters, American Society for Healthcare Engineering, and other healthcare engineering and related organizations.

E. Encouraging communication with regulatory and accreditation agencies 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 MISHE and its members.

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

ARTICLE II

Section 1. Professional Members

A Professional member in MiSHE 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 MiSHE.

Section 2. Associate Members

Associate members of MiSHE 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, except when serving on the MiSHE Board.

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 MiSHE 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 MiSHE 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 MiSHE 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.

Section 7. Establishment of Membership

Membership in MiSHE shall become effective upon receipt of an application, by MiSHE's Executive Director, from a qualified individual who has fully paid appropriate membership classification dues.

Section 8. Transfer of Membership

Membership in MiSHE 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 MiSHE'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 MiSHE in writing with MiSHE'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. A hearing shall be conducted in a manner similar to the “hearing procedure” found in the Board 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:

c. Any violation of these bylaws.

d. Any violation leading to criminal conviction.

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

f. Loss of Eligibility: Membership of any person who, because of change of position or employment, is no longer eligible for membership in MiSHE shall be automatically terminated at the end of the term for which dues have been paid. The Board of Directors has the right to consider the grace period for special circumstances.

g. 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 12. Dues

All members will pay individual dues to become a new member or to continue as a member in good standing. Members will join through their respective regional chapter. Dues will become payable by January 1 of each year. Dues payment grace period will be until the end of the first quarter. There are three categories of membership that are exempt from paying dues, those are: Regulatory Liaison, Lifetime and Honorary members.

Dues levied for membership will be determined by the MiSHE Board as part of the MiSHE Business Plan and will be posted on the MiSHE website.

Section 13. Officers and Members Handbooks

The Officers and Members Handbooks should be consulted to clarify responsibilities and requirements of membership. Handbooks guide the internal operation of the MISHE Board, regional chapters, and the interaction of members. Handbooks can be edited, revised and updated by the review and vote of a simple majority of an official meeting of the MiSHE Board.

Section 1. General

Officers at all levels shall administer their duties and responsibilities honestly and exercise their best skill, and judgment for the benefit of MiSHE. The members shall exercise the utmost good faith in all transactions relating to their duties in MiSHE. In their dealings with and on behalf of MiSHE, they are held to a strict requirements of honest and integrity. They shall not use their position, or knowledge gained for personal or commercial benefit and operate so no conflict arise between MiSHE's interest and that of the individual in any dealing that may affect MiSHE. Officers shall not accept any favors or in-kind gestures that might adversely or improperly influence their actions affecting MiSHE or its members. During their terms of office,  members shall promptly make full disclosure to the Board of any conflict of interest.

Section 2. Disclosure of Conflict of Interest

Each officer or chair person 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 member. Such disclosure shall be made in writing and sent to the Executive Director to be included in the agenda for the next board meeting.

Section 3. Resolution of Conflict of Interest

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 & Board Member Handbook.

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, shall be removed from office.

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

Section 1. Meetings

Meetings of the MiSHE Board of Directors shall be held a minimum of 4 times per year (quarterly), at the call of the President or at the request of a majority of the Board members. Regional chapters shall schedule meetings a minimum of 2 times per year. Officers and committee chairs are encouraged to attend every meeting. Missing a meeting will not excuse officers and committee chairs from their responsibilities and committee assignments during a meeting. When officers and committee chairs cannot attend, they are to pass all material, and meeting information to be discussed to another representative from their Michigan regional chapter, to another member on their committee, or to the MISHE Director (in case of a Board meeting) or to the President of the regional chapter. “Roberts’ Rule of Order” shall govern MiSHE meetings in all cases to which they may be found applicable and not inconsistent with MiSHE bylaws.

Section 2. Electronic Participation

Officers and committee chairs physically unable to attend to regularly scheduled meetings or specially called meetings, shall be considered in attendance and part of the quorum count if the member is in attendance via electronic conferencing. The member is considered “present” as long as real time communications exists between the member and officers presiding.

Section 3. Annual Meeting

There shall be a minimum of one annual meeting of general membership of MiSHE during the regular business year. The Annual Conference has been designated the appropriate time to have a general membership meeting. The 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 MiSHE business and committee reports

C. Introduction of new officers, board members and President

D. Membership vote on changes to the MISHE Bylaws

ARTICLE V

Section 1. List of Standing Committees

Where needed, the following standing committees shall be appointed by the Board President:

A. Advocacy

B. Annual Conference

C. Education

D. Newsletter

E. Membership

Each committee shall include at least one member of the MiSHE Board. Regional chapters may have similar committees that interface with and may be made up of the same members.

Section 1. Amendment Procedure

The affirmative vote of two-thirds of the Professional members present during the annual meeting, or another meeting called for such purposes, shall be required to amend the Bylaws. 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.

ARTICLE VII

Section 1. Dissolution of Assets

Upon the dissolution of a regional chapter, assets shall be distributed to an exempt organization, MISHE, 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.