ARTICLE I

NAME

• 1.1           Name. The Alamo Area Health Information Management Association (hereinafter “AAHIMA”), a Component Local HIMA of the Texas Health Information Management Association (hereinafter “TxHIMA”)

ARTICLE II

PURPOSE and GEOGRAPHIC BOUNDARIES

2.1       Purposes and Mission. The affairs and activities of AAHIMA shall be carried out at all times for the purposes and in accordance with the terms set forth in its Articles of Incorporation and these Bylaws, and in conformity with all applicable provisions of the Internal Revenue Code of 1986, as amended, (the “Code”) affecting nonprofit organizations qualified for [charitable tax-exempt status as described in section 501(c)(3) tax-exempt status as described in section 501(c)(6) of the Code. The primary purpose of AAHIMA as a component member association of TxHIMA is to commit to excellence in the management of health information for the benefit of patients and providers. Its mission is to lead the health informatics and information management community to advance professional practice and standards in Texas and to ensure that the business practices of the association itself are planned and managed to achieve the goals of AAHIMA, and TxHIMA. AAHIMA shall be and is a nonprofit corporation under the laws of the State of Texas.

2.2       The membership of AAHIMA shall include those TxHIMA members who live or work in Region 8 Texas and/or who otherwise select AAHIMA as their Component Local HIMA.

ARTICLE III

MEMBERS

3.1       Members. The members of AAHIMA shall be those qualifying individuals who support the mission and purposes of AAHIMA and of the American Health Information Management Association (hereinafter “AHIMA”) and are willing to abide by the AHIMA Code of Ethics; apply for membership in AAHIMA and in AHIMA; are approved for membership; and who timely pay the dues established by AHIMA. The Board of Directors shall have the right to deny or terminate the membership of any individual, or to deny access to or participation in the programs or services of AAHIMA, if such individual fails to meet the qualifications for membership or fails to pay dues on a timely basis.

3.2       Type of Members. There is only one class of membership, Active. The Active status will be broken into sub tiers as the AAHIMA board deems best to suit the needs of AAHIMA. Members in good standing of TxHIMA and other individuals who have an interest in the mission of AAHIMA and TxHIMA are eligible for membership in AAHIMA.

3.2.1     Active. Any professional in the health information management profession or its related fields who meets the qualifications set forth in these Bylaws is eligible for Active membership. Active Members in good standing shall be entitled to full membership privileges including the right to vote on matters before the members. 

3.3       Expulsion. Any member who violates the Bylaws of AHIMA, TxHIMA, or AAHIMA, the AHIMA Code of Ethics, the AHIMA Standards for Initial Certification, or the AHIMA Standards for Maintenance of Certification may be expelled from membership in AAHIMA.

ARTICLE IV

EXCECUTIVE BOARD OF DIRECTORS

4.1       The Executive Board of Directors of the AAHIMA shall consist of a President, President-elect, Past President, Secretary, and Treasurer.  There shall be a standard term office for AAHIMA of one (1) year.  Directors must be members in good standing of TxHIMA/AHIMA. 

4.2       Powers and Duties. The Executive Board shall manage the property, business, and affairs of AAHIMA. The Executive Board shall exercise all such powers of the AAHIMA as required by these bylaws including:

4.2.1     Representation of the membership of AAHIMA on all matters internal and external.

4.2.2     Establishing policies and procedures of AAHIMA.

4.2.3     Developing and overseeing the implementation of long- and short-range plans commensurate with AAHIMA’s Goals and Objectives.

4.2.4     Establishing, overseeing, and acting on recommendations of all committees and AAHIMA members.

4.2.5     Filling vacancies of officers during term of office with the exception of the president.

4.2.6     Overseeing all financial activities of the AAHIMA including audit, budget, funds management and bonding.

4.3       Meetings. The Executive Board shall meet at such times as necessary to manage the affairs of AAHIMA. The Board of Directors shall meet as often as necessary to conduct its business and strategic planning.  Meetings shall be in person or via teleconference.  The act of a majority of the members of the Executive Board shall be the act of the Executive Board.   

4.4       Quorum and Manner of Acting. A majority of the executive board of directors’ members shall constitute a quorum. The act or vote of a majority of members present at a meeting at which a quorum is present shall be the act or vote of the Executive Board of Directors, unless the act or vote of a greater number is required by these Bylaws, by the TxHIMA Bylaws, parliamentary authority, or by law.  Electronic mail may be used to make decisions by the majority of Executive Board members participating.

ARTICLE V

OFFICERS

5.1       Officers. The elected Officers of AAHIMA shall consist of a President, a President-elect, a Secretary, and a Treasurer. The offices of Secretary and Treasurer may be held by the same person. The Board may also appoint such other Officers as, in its judgment, are necessary to conduct the affairs of AAHIMA. No Officer shall execute, acknowledge, or verify any instrument in more than one capacity which is required by law or by these Bylaws to be executed, acknowledged, or verified by two or more Officers.

5.2       Term of Office and Eligibility. Officers shall be a standard term of office for AAHIMA of one (1) year, except for the Treasurer shall be for two (2) years and until his or her successor shall be elected and qualified, unless he or she shall sooner resign or be removed or otherwise become disqualified to serve. Only active members of AHIMA, thus TxHIMA are eligible to hold Board Member positions per the Local Chapter Affiliation Agreement with TxHIMA. The person holding the position of President-elect, President, and Past President must also be a member in good standing of TxHIMA/AHIMA and hold an active credential from AHIMA.  Local Chapter officers may not hold a position as a AHIMA/TxHIMA Board member or Regional Director at the same time. 

5.3       Resignation. Any Officer may resign at any time giving written notice of resignation to the Executive Board.  Any resignation shall take effect upon receipt of the notice or upon any later time specified in the notice.  In the event a vacancy occurs with the position of President, the President-elect will resume responsibility for the remainder of the term at the approval of the Executive Board.

5.4       Removal. Any of the elected or approved officers of the AAHIMA may be removed for cause by the Executive Board, providing such action is taken by a unanimous vote of the Executive Board. In the event that the President is being removed or vacant, the President-elect will resume responsibility for the remainder of the term at the approval of the Executive Board.

5.5       Vacancies. Vacancies with the exception of the President may be filled by the action of the Executive Board for the remainder of the unexpired term.  

5.6       Election. Nominations may be made from the floor, if the nominee has given prior approval. Elections shall be by plurality of the votes cast by the active members in good standing. Officers shall assume their positions on the beginning of the year as defined by TxHIMA.  The President-elect of AAHIMA shall be elected annually by the Active Members.  The President-elect shall assume the office of the President upon the expiration of the President’s term of office or in the event of a vacancy in the office.  Election shall be by written or electronic ballot.  Officers shall take office in accordance with the Local Chapter Affiliation Agreement, following their election. 

5.7       Duties of Officers. The duties of the officers shall be as specified in these bylaws and such procedures as may be established.

5.8       Duties of President. The President shall be the chief elected officer of AAHIMA. The President shall preside at all meetings of the members, the Board of Directors, and the Executive Committee. The President will determine the regular agenda of all meetings of the members, the Board of Directors, and the Executive Committee. The President shall present a report at an Annual Meeting, appoint the chairs and members of committees (unless otherwise specified herein) authorized by the Board of Directors, and perform such other duties as are inherent in the office of President or as authorized by the Board of Directors.

5.9       Duties of President-elect. The President-elect shall act in place of the President in the event of the absence of the President and shall exercise such other duties as may be delegated to the office by the Board. The President-elect shall serve as or appoint the Chair of the Nominating Committee and will serve as or appoint the Chair of an approved committee.

5.10     Duties of Secretary. The Secretary shall be official custodian of the records of AAHIMA. The Secretary shall certify and keep electronically these Bylaws, as amended to date, as well as a book of minutes of all meetings of the members and the Board of Directors, and any committees having any of the authority of the Board of Directors AAHIMA’s email and social media accounts. The Secretary shall certify a quorum is present at each meeting where voting is occurring and shall serve as the presiding officer in the absence of the President and President-elect. The Secretary shall perform any and all other duties incident to the office of Secretary and other duties as may be prescribed by law, the Articles of Incorporation, these Bylaws, or the Board of Directors.

5.11     Duties of Treasurer. The Treasurer shall keep, or cause to be kept, adequate and correct accounts of all the properties and financial transactions of AAHIMA and shall deposit, or cause to be deposited, all monies and other valuables in the name of and to the credit of AAHIMA, with such depositories as may be designated by the Board of Directors. The wire or telephone transfer of AAHIMA funds to any bank account is strictly forbidden. The Treasurer shall render to the Board of Directors, upon request, an accounting of all financial transactions of AAHIMA and a statement of the financial condition of AAHIMA, and, if requested by the Board, shall cause an annual audit of AAHIMA’s financial affairs to be conducted. The Treasurer shall also be responsible for annually reporting any and all financial data to the IRS, as required by law. The Treasurer shall perform any and all other duties incident to the office of Treasurer and other duties as may be prescribed by law, the Articles of Incorporation, these Bylaws, or the Board of Directors.

ARTICLE VI

MEETINGS

6.1       Annual Meeting of Members. Meetings of AAHIMA will be held at a frequency determined by the Board of Directors but will be held no less than quarterly.   Meetings may be held virtually or in person.  A business meeting will be held at least four (4) times a year. 

6.2       Special Meetings of the Members. Special meetings of the members of AAHIMA or of any committees or teams of members may be held at any time or place upon call by the Chair of the Board of Directors. Notice shall be provided stating the time and place of the meeting and the purpose or purposes for which the meeting is called.

6.3       Quorum. The presents of a board member or three percent (3%) of the active members shall constitute a quorum for the transaction of business of all of the membership meetings of AAHIMA.

ARTICLE VII

COMMITTEES

7.1       Establishment. The Board of Directors may designate one or more committees to carry on authorized activities of AAHIMA. Committees may be formed on an ad hoc basis for a defined period of time or effort. The Board President shall select and appoint the members and the chairs of all committees, unless otherwise specified herein. Committee Chairs must be Active Members of TxHIMA.

7.2       Nominating Committee. The Nominating Committee shall consist of three (3) members who serve for one year. The President-Elect shall appoint the Chairman. The President shall appoint two members to the Committee. The Committee shall prepare a list of nominees, two (2) or more for each office, at least double the number designated to be elected. The Committee shall be responsible for considering the qualifications of all candidates proposed for the ballot by individual members and by members of the Nominating Committee.

ARTICLE VIII

AAHIMA FINANCES

8.1       Fiscal Year. The fiscal year of AAHIMA shall be the same as TxHIMA.

8.2       Depository. All funds of the AAHIMA not otherwise employed shall be deposited from time to time to the credit of the AAHIMA in such depository as the membership may designate.

8.3       Checks. The Treasurer shall sign all checks issued in the name of the AAHIMA.

8.4      Payment of Dues. Dues shall be determined by the members of AAHIMA.  Dues are payable on an annual basis for the fiscal year. Members shall be assessed a fee for returned checks due to insufficient funds equal to the amount charged to AAHIMA by the bank plus the original amount of the check.

ARTICLE IX

SPECIAL PROVISIONS

9.1       There are no special provisions for AAHIMA.

ARTICLE X

INDEMNIFICATION

10.1     AAHIMA may indemnify Directors, Officers, employees, and agents of to the maximum extent permitted by applicable law.

ARTICLE XI

LOANS; CONFLICTS OF INTEREST; COMPLIANCE

11.1      Loans. No loans shall be made by AAHIMA to its Directors, Officers, or Members.

11.2      Conflicts of Interest Policy. AAHIMA shall adopt and abide by a conflicts of interest policy to protect AAHIMA’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private financial interest of a Director, Officer or other disqualified person as defined by Section 4958 of the Internal Revenue Code. The policy shall also address non-financial conflicts that may be adverse to the interests of AAHIMA. The conflicts of interest policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and tax-exempt organizations.

ARTICLE XII

AAHIMA DISSOLUTION

12.1      AAHIMA shall make no distribution of its assets to any of its members during the period of its operation or upon its liquidation. Upon the dissolution or formal liquidation of the AAHIMA, any assets remaining after all obligations have been satisfied or provided for shall be dispersed in a manner prescribed by the Executive Board for the purpose of Education and/or use in health information in a non-profit manner.

ARTICLE XIII

AMENDMENTS

13.1     Adoption. The power to alter, amend, or repeal the Bylaws of AAHIMA, or to adopt new bylaws, is vested in the Board of Directors of AAHIMA and the Active Members of AAHIMA. The affirmative vote of a two-thirds (2/3) majority of the votes of the Association cast at a meeting at which a quorum is present shall be sufficient to effectuate such action. A proposal to amend the Bylaws may be initiated by the Board of Directors and/or any Active Member of AAHIMA at any time that is at least fifteen (15) days prior to the meeting at which a vote on the proposal is to be taken. In the absence of such prior notice, the Association may still consider a proposal to amend the Bylaws upon the affirmative vote to do so if a two-thirds (2/3) majority of the votes of the Association cast at a meeting at which a quorum is present, and if the consideration is approved, may adopt the proposal upon the affirmative vote of at least ninety percent (90%) of the votes of the Association cast at such meeting.

13.2      Record of Amendments. Whenever an amendment or new Bylaw is adopted, a copy shall be appended to or noted at the appropriate place in the original Bylaws. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be appended to or noted at the appropriate place in the original Bylaws. Alternatively, AAHIMA may restate the bylaws in their entirety as amended.