AHP Bylaws 

AHP Bylaws — Articles I-XVII

ARTICLE I: PRINCIPLE OFFICE AND REGISTERED AGENT

Section 1. The principle office of the Association for Healthcare Philanthropy, Inc., a not-for profit corporation incorporated under the laws of the State of Kansas (hereinafter the “Association”), shall be in the Commonwealth of Virginia.

Section 2. The Association may have such other office or offices at such suitable place or places within or without the Commonwealth of Virginia as may be designated from time to time by the Association’s Board of Directors (hereinafter the “Board”).

Section 3. The Association shall have and continuously maintain a registered office in the State of Kansas and in the Commonwealth of Virginia and the Board shall appoint and continuously maintain in service a registered agent in each of the jurisdictions, having a business office identical with the registered office, each of whom shall be an individual resident of the respective jurisdiction, or a corporation, whether for profit or not-for-profit.

ARTICLE II: MISSION AND PURPOSES

AHP is an international Association dedicated to the advancement of healthcare institutions and organizations through philanthropy. It does this by:

1. Enhancing the effective performance and professionalism of its members.
2. Promoting the importance of philanthropy, volunteerism, and the role of not-for-profit healthcare institutions and organizations.
3. Providing comprehensive education and accreditation programs of recognized.
4. Strengthening the ability of healthcare institutions and organizations to attract resources through professional development efforts.
5. Fostering adherence to established professional standards, ethical conduct, and a commitment to service.
6. Facilitating and promoting the sharing of expertise among colleagues in a spirit of cooperation and mutual respect.
7. Encouraging the establishment of comprehensive development programs in healthcare institutions and organizations.
8. Strengthening the Association’s position as the primary authority on healthcare philanthropy.

ARTICLE III: MEMBERSHIP

Section 1. Categories of Membership. Membership categories in the Association shall be as follows:

1. Individual. Individuals employed by any voluntary, not-for-profit or governmental healthcare organization or institution whose responsibilities are related directly or indirectly to resource development.
2. Institutional. Any voluntary, not-for-profit or governmental healthcare organization or institution that chooses to provide all of its development professionals with the benefits of Individual membership.
3. Associate. Individuals who are interested in the purposes, programs, or activities of the Association – including students and those employed by any proprietary healthcare organization or institution – who are ineligible for Individual or Institutional or Affiliate membership.
4. Affiliate. Companies, organizations, or individuals providing consulting or other specialty services to healthcare institutions and health-related organizations.
5. Honorary. May be awarded to individuals who have earned noteworthy acclaim and distinction as leaders in the field of philanthropy and who are not eligible for any other category of Association membership. Such membership shall be granted at the discretion of the Board.
6. Retired. May be awarded to individuals who have been Individual or Institutional members for at least five consecutive years and who have retired from employment. Such membership shall be granted at the discretion of the Board.

Section 2. Statement of Professional Standards and Conduct. All members shall comply with the Association’s Statement of Professional Standards and Conduct.

Section 3. Suspension or Expulsion. Any member of any class of membership may be expelled from such membership, or have such membership suspended for (1) nonpayment of approved dues, (2) violation of these Bylaws, (3) violation of the Statement of Professional Standards and Conduct, or (4) engaging in any other conduct prejudicial to the best interests of the Association. The Board shall adopt a policy providing due process to members whose membership is in jeopardy for just cause.

Section 4. Voting. One vote shall be accorded each Individual or Institutional member. Associate, Affiliate, Honorary and Retired members shall have no voting rights. A membership vote may be taken at the Annual meeting (see Article VI, hereof), provided a quorum is present (see Article VI, hereof). Officers of the Association shall be elected by mail ballot (see Article IX, hereof). Other mail ballots may be conducted at the discretion of the Board; to be valid, 25 percent of the membership of the Association then in good standing must return a ballot. Proxy voting shall not be allowed.

ARTICLE IV: DUES

The amount of dues to be paid by members of the Association shall be set annually by the Board. Additional fees may be assessed from time to time by the Board for any purpose deemed necessary and appropriate by the Board. Dues shall be payable annually in advance and shall not be refundable and shall not be assessed to Honorary and Retired members.

ARTICLE V: REGIONAL ORGANIZATION

Section 1. Regions. The Association shall be organized into geographic regions as may be determined by the Board for the purposes of coordination and aiding in the general objectives of the Association and the execution of its programs.

Section 2. Election of Regional Directors or Regional Director-elect. A Regional Director or a Regional Director-elect shall be elected from among the Individual or Institutional members of that Region by the voting members of the Region. Such election shall be conducted by the incumbent Director or his or her designee by mail with ballots being mailed not later than 90 days prior to the Annual meeting and the election being completed not later than 60 days prior to the Annual meeting.

If a Region establishes a Regional Director-elect position, the Regional Director-elect shall preside in the Regional Director’s absence and perform such other duties as the Regional Director may assign. In the event the Regional Director’s term is unfulfilled, the Regional Director-elect shall fulfill the term. The Regional Director-elect shall succeed automatically to a full term as Regional Director.

If the office of a Regional Director-elect becomes vacant, the Regional Director shall appoint a person to complete the unexpired term; however, a Regional Director-elect thus appointed shall not succeed automatically to the position of Regional Director, but rather must stand for election.

Section 3. Term of office. The terms of the Regional Directors shall commence at the close of the Annual membership meeting following their election and continue until the close of the Annual membership meeting two years hence or until their respective successors shall have been qualified and duly elected. The Regional Director shall serve no more than two consecutive full terms in that office.

Section 4. Duties. The Regional Directors shall be the chief operating officers of their respective regions and shall be members of the Board. The Regional Directors shall communicate the actions and directives of the Board of the Region and from the Region to the Board. The Regional Directors shall be responsible for the implementation of approved programs of the Association in the Region, aiding in the general purposes of the Association and for those additional duties that may be assigned by the Board.

ARTICLE VI: MEETINGS OF MEMBERS

Section 1. Annual Meeting. The Annual meeting of the membership shall be held during the Annual International Conference, for the purpose of transacting any and all business that may be brought before the meeting.

Section 2. Notice of Annual Meeting. Written or printed notice, stating the time, day and place of the Annual meeting, shall be mailed to the last recorded address of each member at least 30 days prior to the date of the Annual meeting.

Section 3. Quorum for Annual Meeting. Twenty percent of the voting membership then in good standing shall constitute a quorum for the transaction of business at an Annual meeting.

Section 4. Special Meetings. Special meetings of the membership may be called by the Chair of the Board or shall be called by the Chair upon the written request of 10 percent of the voting members or 100 voting members, whichever is greater, but in either case representing at least three regions.

Section 5. Notice of Special Meetings. Written or printed notice, stating the time, day and place of a special meeting and the purpose or purposes for which the meeting is called, shall be mailed to the last recorded address of each member at least 30 days prior to the start of a Special meeting.

Section 6. Quorum for Special Meetings. Twenty-five percent of the voting membership then in good standing shall constitute a quorum for the transaction of business at a Special meeting.

ARTICLE VII: BOARD OF DIRECTORS

Section 1. General Authority. There shall be a Board of Directors which shall be the chief policy-making body for the Association and which shall have the overall responsibility for ensuring that the Association’s business, property, and affairs are managed in a manner consistent with the Association’s purposes, these bylaws, and any applicable law.

Section 2. Membership. The Board shall be composed of the Chair, the Chair-elect, the Vice Chairs, the Regional Directors, the Secretary/Treasurer, and the Immediate Past Chair. The President of the Association shall be an ex officio member of the Board without vote.

Section 3. Number and Eligibility. The number of directors shall not be less than 15 nor more than 30. All members of the Board (other than ex officio members) shall be Individual or Institutional members.

Section 4. Terms. The terms of the individuals who serve on the Board shall be as stated in Article V and IX hereof with the exception of the Past Chair whose term shall be one year.

Section 5. Resignation and Removal. Any director may resign at any time by giving written notice to the Chair. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance thereof as determined by the Chair.

Any director may be removed by a two-thirds vote of the directors at any regular or special meeting of the Board a which a quorum is present provided that the director under consideration is provided with a written explanation as to why the directorship is being terminated and that an opportunity for a hearing before the Board has been offered.

Section 6. Vacancies. In case of resignation of a member of the Board or, if for any other reason including ineligibility or removal, a member of the Board is unable to complete his or her term, the Chair shall appoint a successor to complete the unexpired term. The appointment shall be confirmed by the Board at its next meeting.

Section 7. Ex Officio Members of the Board. The members of the Board may from time to time appoint one or more additional persons as ex officio members of the Board who shall serve without vote.

Section 8. Regular Meeting. The Board shall hold one regular meeting annually, at the time of the annual educational conference. The Board may, by resolution, provide for the holding of additional regular meetings.

Section 9. Special Meetings. Special meetings of the Board may be called at the direction of the Chair or by a majority of the voting directors then in office, to be held at such time, day and place as shall be designated in the notice of the meeting.

Section 10. Notice. Notice of the time, day and place of any meeting of the Board shall be given at least 30 days previous thereto by notice sent by mail, facsimile, telegram or telephone to each director at his or her address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If sent by facsimile, such notice shall be deemed delivered upon transmission. If notice be given by telegram, such notice shall be deemed delivered when the telegram is delivered to the telegraph company. If notice is given by telephone, such notice shall be deemed to be delivered when a message is given to the director or left with a responsible party or recording device. The purpose or purposes for which a special meeting is called shall be stated in the notice thereof. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 11. Quorum. Fifty-one percent of the directors shall constitute a quorum for the transaction of business at any meeting of the Board except if less than such number of directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 12. Manner of Acting. The act of a majority of director in person at a meeting of the Board shall be the act of the Board. Each member of the Board shall be entitled to one vote. In the absence of a quorum, any action taken shall be recommendatory only but may become valid if subsequently confirmed by a majority vote, in conformance with the quorum requirements, of the Board.

Section 13. Compensation. Directors shall not receive compensation for their services as members of the Board, but by action of the Board, expenses may be allowed for attendance at meetings of the Board or for official representation of the Association.

Section 14. Procedure. The Chair shall preside at meetings of the Board. The Board may adopt its own rules of procedure, which shall not be inconsistent with these bylaws.

Section 15. Bonding. At the direction of the Board, any officer or employee of the Association shall furnish, at the expense of the Association, a fidelity bond in such sum as the Board shall prescribe.

ARTICLE VIII: EXECUTIVE COMMITTEE

Section 1. The Executive Committee shall consist of the Chair, Chair-elect, the Vice Chairs, Secretary/Treasurer, and Immediate Past Chair. The President shall be an ex officio member without vote. The Executive Committee shall have, between meetings of the Board, all the powers and responsibilities conferred upon the Board by law or these bylaws with respect to the operations of the Association.

Section 2. Two-thirds of the members of the Executive Committee shall constitute a quorum for the transaction of business, and the manner of acting shall be the same as that specified in these Bylaws for the Board.

Section 3. Proceedings of the Executive Committee shall be recorded, and minutes of meetings of the Executive Committee shall be submitted to the Board for consideration and discussion at the next succeeding meeting of the Board of Directors.

ARTICLE IX: OFFICERS

Section 1. Officers. The Officers of the Association shall consist of a Chair, a Chair elect, not more than three Vice Chairs, Secretary/Treasurer, Immediate Past Chair, and President. One person may not hold more than one office.

Section 2. Nominations. Nominations of all officers with the exception of the Chair, Immediate Past Chair, and President shall be made by a Nominating Committee. The Nominating Committee shall be composed of the Immediate Past Chair, who shall serve as Chair thereof, the Chair-elect, who shall serve as Vice Chair, two Board members, and three Individual or Institutional members none of who are members of the Board and all of whom shall be appointed by the Chair.

The Nominating Committee shall submit its report at least 90 days prior to the Annual meeting and the proposed slate for election shall be mailed to each voting member of the Association at least 80 days prior to the date of the Annual meeting.

Independent nominations, endorsed in writing by not fewer than 50 of the voting members, must be received by the Secretary not less than 50 days prior to the date of the Annual meeting and shall be included on the ballot mailed to the voting members.

Section 3. Election of Officers. The officers with the exception of the Chair, Immediate Past Chair, and President shall be elected from among the Individual or Institutional members by the voting members of the Association. Such elections shall be by mail ballot to all members eligible to vote of record as of 120 days prior o the Annual meeting. Ballots shall be mailed no later than 40 days prior to the Annual meeting and shall be received no later than 10 days prior to the Annual meeting. At least 25 percent of the members eligible to vote must return a ballot for the vote to be valid. In the event of an invalid election for any reason the Board shall, at its next regular or special meeting or by mail ballot, elect the international officers.

Section 4. Term of Office. The officers shall assume their positions at the close of the Annual membership meeting following their election and shall hold office until the close of the next Annual membership meeting. At the conclusion of the Chair’s term of office, the Chair-elect shall become Chair and shall serve until a successor is elected. No member shall serve more than four consecutive years as an international officer unless he or she is elected to the position of Chair-elect, or until his or her successor shall have been qualified and duly elected.

Section 5. Resignation and Removal. Any officer may resign at any time by giving written notice to the Chair. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance thereof as determined by the Chair.

Any officer may be removed by two-thirds vote of the Board at any regular or special meeting of the Board at which a quorum is present provided that the officer whose office is under consideration is provided with a written explanation as to why the officership is being terminated and that an opportunity for a hearing before the Board is offered.

Section 6. Vacancies. With the exception of the Chair, in case of resignation of an officer or, if for any other reason including ineligibility or removal, an officer is unable to complete his or her term, the Chair shall appoint a successor to complete the unexpired term. The appointment shall be confirmed by the Board at its next meeting.

Section 7. Chair. The Chair shall be the chief elected officer of the Association and shall see that the policies of the Board are implemented in full. He or she shall:

1. Preside at all meetings of the Board and of the members.
2. Appoint members to committees established in these bylaws or approved by resolution of the Board and serve as an ex officio member without vote on all such committees, except that the Chair shall not serve on the Nominating Committee or the Board of Certification.
3. Serve as a member of the AHP Foundation Board of Trustees.
4. Execute such other duties as the Board or Executive Committee may assign.

Section 8. Chair-Elect. In the event the Chair is absent or unable to perform his or her duties, the Chair-elect shall assume the duties and exercise the power of the Chair. He or she shall also perform such duties as may be assigned by the Chair of the Board. Additionally, the Chair-elect shall serve as the Chair of the AHP Foundation Board of Trustees.

If the office of Chair-elect becomes vacant, the Chair shall appoint a person to complete the unexpired term; however, a Chair-elect thus appointed shall not succeed automatically to the position of Chair, but rather must stand for election.

Section 9. Vice Chair. The primary responsibility of the Vice Chairs shall be those duties that may be assigned by the Board.

Section 10. Secretary/Treasurer. The Secretary/Treasurer shall:

1. Give notice of, attend, and record the proceedings of all meeting of the Board, the Executive Committee, and the membership, and shall report the same to the next succeeding meeting of the Board.
2. Sign and attest such instruments in the name of the Association and affix the corporate seal of the Association to such instruments as he or she is authorized to do so by the Board.
3. Oversee the administration of the general funds, securities, properties, and assets of the Association.
4. See that accurate books of account are maintained, accurately reflecting all monies, funds, securities, properties, and assets, which are the property of the Association. Said books shall show at all times the amount of all property belonging to the Association and the amount of disbursements made and the disposition of property.
5. Assure that all monies of the Association are kept in depositories approved by the Board.
6. Submit a report of the property, the receipts, and disbursements of the Association and of the financial condition of the Association.
7. Serve as Secretary/Treasurer of the AHP Foundation Board of Trustees.
8. Perform such other duties as the Board may from time to time assign.

Section 11. Immediate Past Chair. The Immediate Past Chair shall:

1. Serve as Chair of the Nominating Committee.
2. Serve as Vice Chair of the AHP Foundation Board of Trustees.

Section 12. Succession. In the event the Chair is unable to perform his or her duties, the Chair elect shall assume the office of the Chair. In the event that the Chair-elect is unable to do so, the Secretary/Treasurer will assume the office of the Chair. In the event that all of the above named officers are unable to assume the office of the Chair, the Board shall elect one of the Vice Chairs to assume the office of the Chair.

ARTICLE X: COMMITTEES

The Association shall have, in addition to a Nominating Committee and Executive Committee, the following standing committees:

Section 1. Education Committee. To plan and implement programs designed to enhance the performance of professionals engaged in the advancement of philanthropy and other resource development.

Section 2. Finance Committee. To provide for long-range financial stability and to safeguard Association assets.

Section 3. Long-range Planning Committee. To assess and recommend goals, policies and strategic plans.

Section 4. Membership Committee. To plan and implement programs for increasing and maintaining membership.

Section 5. Personnel Committee. To develop, assess and recommend personnel policies.

Section 6. The Board shall have authority to establish, appoint, or terminate special committees and to confer upon each such duties and authority deemed necessary and appropriate.

ARTICLE XI: BOARD OF CERTIFICATION

The Board of Certification shall, under the direction of the Board of Directors and in accordance with the educational aims of the Association, conduct the Certification Program of the Association, including the preparation and implementation of all guidelines, examinations, and materials. The Board of Certification shall be the final arbiter of any appeals for applicants regarding testing procedure or content.

ARTICLE XII: PRESIDENT

The Board shall employ a President, who shall manage the Association’s programs and business. The President shall be given the necessary authority and be held responsible for the direction, administration and coordination of the Association in all of its activities, subject only to such policy as may be adopted and such orders as may be issued by the Board. The President shall have a continuing term of office until resignation or termination by the Board. The Association President shall fulfill these same responsibilities for the AHP Foundation as its President. The President shall be an ex officio, non-voting member of the Board, the Foundation Board of Trustees, the Hospital Development and Education Fund of Canada, and all committees and shall not be a member of the Board of Certification.

ARTICLE XIII: RULES

Robert’s Rules of Order (Newly Revised) shall govern at all meetings of the Association unless suspended by a majority vote of those present at any meeting.

ARTICLE XIV: FISCAL YEAR

The fiscal year of the Association shall be July 1 to June 30.

ARTICLE XV: INDEMNIFICATION

The Association shall indemnify any and all of its present and former directors, officers, employees, agents, committee members, or any person who may have served at its request or by election as a director or officer of another corporation or association in accordance with policies adopted from time to time by the Board.

ARTICLE XVI: LIMITATION ON ACTIVITIES DISSOLUTION

The Association shall use its funds only to accomplish the objectives and purposes specified in the Bylaws, and no part of the net earnings of the Association shall inure to the benefit of or be distributable to its directors, officers, other private individuals or organizations organized and operating for profit, except that the Association is authorized and empowered to pay reasonable compensation for service rendered. On dissolution or final liquidation of the Association the Board shall, after paying or making provision for the payment of all lawful debts and liabilities of the Association, distribute all of the assets of the Association to a not-for-profit organization or organizations which may have been created to succeed the Association or to one or more regularly organized and qualified charitable, educational or scientific organizations which may be selected by the Board.

ARTICLE XVII: AMENDMENTS

These Bylaws may be amended by a majority vote at any Annual meeting of the Association or, in the interim, by mail ballot as specified in Article III, Section 4, of these Bylaws.

An amendment to be proposed at the Annual meeting shall be mailed to each voting member at least 30 days prior to the date of the Annual meeting.

An amendment to the Bylaws shall be effective immediately after the conclusion of the Annual meeting at which it was adopted, or, in the case of a mail ballot, on the date established as the deadline for return of ballots, unless another effective date therefore is specifically adopted at the time the amendment is enacted.

Amended 11/8/99