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Southeastern Safety and Security Healthcare Council
By-Laws
Article I
Name of Organization
Section 1.
The name of this organization shall be the SouthEastern Safety and
Security Healthcare Council, herein often referred to as the
"Council". For the purpose of these by-laws SouthEastern shall
mean the following states: Florida, Georgia, South Carolina, North
Carolina, Virginia, Tennessee, and Alabama.
Section 2.
The Council may also have offices at other places, within the southeastern
states, as the Board of Directors may from time to time designate, or
business of the Council may require.
Article II
Objectives and Purposes
Section 1.
The Council is organized for educational, scientific, fraternal purposes,
and for furtherance of its members as professionals in the field of
healthcare facilities throughout the southeast. These shall be
accomplished by:
A. Promoting the exchange of information
concerning healthcare
security and /or safety
administration policy, procedure, and
planning in order to
increase effectiveness in protection
management.
B. Maintaining close association among healthcare
facilities, safety,
and security personnel in
order to offer opportunities for ex-
changes of information,
ideas, and experiences.
C. Planning, organizing, and presenting
programs on safety,
security, and related
health issues of general interest to health-
care facilities and offer
assistance upon request.
D. Encouraging and assisting members to develop
their knowledge
and to increase their
professional effectiveness.
Article III
Membership
Section 1.
Eligibility:
Individuals eligible for membership in the Council shall be those active
in the field of healthcare safety or security categorized as follows:
A. Facility Member is a healthcare facility with a
delegated
representative. The
representative shall be identified, annually,
by the facility.
B. Associate Member is any interested individual's)
who is
associated with a member
other than the representative
designated through the
facility membership.
C. Honorary Member is any other individual or
organization inter-
rested in safety and
security of healthcare facilities. This
membership requires
approval by the Board of Directors and
must be sponsored by a
Facility Member. Membership must
be reviewed and approved
by the Board of Directors every
two years at the annual
meeting.
D. Commercial Member is any interested individual
or company
engaged in selling or
providing safety and security supplies,
equipment or services to
medical care facilities.
Section 2.
Rights and Privileges:
A. Facility, Associate, and Commercial members are
classified as
full members and are
entitled to the following:
1. Participation in the business discussions
of the Council.
2. A voted on board members and motions presented
at
Council meetings.
3. Receipt of information regarding proceedings of
the
Council.
4. Receipt of notices of all upcoming programs and
other
relevant information distributed by the Council.
5. Are eligible for board member positions.
B. Honorary members are entitled to the
following:
1. Participation in the business discussions of
the Council
2. Receipt of information regarding proceedings of
the
Council.
3. Receipt of notices of all upcoming programs and
other
relevant information distributed by the Council.
Section 3.
Approval:
Only the Board of Directors, or their designees, upon receipt of
a
completed application and correct membership fee, can approve membership.
Section 4.
Transfer:
Membership is retained by the individual or healthcare facility,
whoever paid for the membership.
Section 5.
Termination:
The Board of Directors may censure, suspend, or terminate the
membership of any member at its sole discretion. Cause for termination may
include, but shall not be limited to, failure to pay dues, non-compliance
with the rules and regulations of the Council, or membership requires a
unanimous vote of the Board of Directors.
Section 6.
Dues:
Annual dues of the Council shall be established by the Board of
Directors and shall be payable within 60 days from date of billing.
Delinquent members who have failed to pay their dues may have their
membership terminated provided that more than three months has elapsed.
Resignation does not relieve a delinquent member from paying dues for the
current year in which their resignation is submitted.
Article IV
Organization
Section 1.
Board of Directors:
A. Authority:
The government of the Council shall be vested in a Board of Directors. The
Board of Directors shall have the authority to make policy decisions; to
establish rules and procedures; to initiate, modify, approve or disapprove
reports, resolutions or actions of the officers, committees or members, as
deemed necessary to the existence of the Council and the observance of its
objectives, and to exercise all powers necessary in the business and
affairs of the Council, except changing of by-laws and other limitations
imposed by these Articles and/or these by-laws.
B. Members of the
Board:
The members of the Board of Directors and their duties shall
consist
of:
1. President- The
President of the Council shall:
a) Preside at all meetings
b) Appoint member to appropriate Committees.
c) Appoint members to vacant positions on a
temporary
basis until an election can be held at the next Council
meeting.
d) Execute instruments as authorized by the Board
of
Directors. This can include, but is not limited to,
leases, contracts, checks, etc.
e) Be instrumental in the planning and preparation
of
Council meetings and programs.
f) Be a voting member of the Board.
2. Immediate
Past President - The Immediate Past President
of the Council shall:
a) Provide guidance to the President and assist in
the
preparation of Council business, meetings, and pro-
grams.
b) Be a voting member of the Board.
3.
Vice-President - The Vice-President of the Council shall:
a) Perform the duties of the President, if the
President
is absent or unable to perform the duties of the office.
b) Assist the President in the preparation and
planning
Council meetings and programs
c) Succeed to the office of President at the end
of the
President's term.
d) Be a voting member of the Board.
4.
Secretary - The Secretary of the Council shall:
a) Maintain the original or a copy of its by-laws
as
amended or otherwise altered to date.
b) Keep a book of all minutes of all meetings of
its
Board of Directors, general meeting, and other
committees. The meeting minutes will contain the
following:
1. Time, date, and place of the meeting.
2. Purpose of the meeting
3. Names of members or others present.
4. Proceedings of the meeting.
c) Sign or attest such documents as may be
required by
law or the business of the Council.
d) See that all notices are dully given in
accordance of
these by-laws or as required by law.
e) Maintain custody of Council records and of the
seal
of the Council, whether it is engraved, printed, copied
stamped, or photographed.
f) Exhibit at all reasonable times to any member
of the
Board, upon application, the minutes of any
proceedings of the by-laws.
g) Be a voting member of the Board.
5.
Treasurer- The Treasurer of the Council shall:
a) Oversee custody of, and be responsible for, all
funds in the name of the Council, and deposit or have
deposited all such funds in the name of the Council
in such banks, rust companies, or other depositories
as shall be directed by the Board of Directors.
b) Oversee receipt of moneys due to the Council
from
any source.
c) Disburse or cause to be disbursed the funds of the
Council as may be directed by the Board of
Directors, by policy set from the time to time, keeping
proper vouchers for such disbursements.
f) Exhibit at all reasonable time the books of
account
and records to any member of the Board, upon
written request.
g) A report regarding the financial position of
the
Council will be prepared on a quarterly basis and
submitted to each member of the Board. A detailed
financial statement will also be submitted to the annual
general meeting.
h) Be a voting member of the Board.
6. Board members
at Large and State Representative Board
Members Shall:
a) Serve as committee members at the appointment
of
the President.
b) Assist in the planning and preparation of
programs
and meetings as requested.
c) Be a voting member of the Board.
7. Past Presidents- Past Presidents
shall:
a) Serve as a non-voting Honorary Member of the
Board.
b) Serve s committee members at the appointment
of
the President.
c) Participate in Board meetings and discussions.
C. Terms of Office
The members of the Board of Directors shall hold office until removal,
resignation death or the next annual meeting at which time their term is
up and their successors are elected; provided however, that the following
officer/directors' position shall have the following terms of office upon
election by the membership or by appointment of the President as provided
in these by-laws.
1. The position of President shall be a two-year
term.
Members eligible to serve as President must serve,
in good standing, as a Board Member for two years.
There will only be one President position.
2. The position of Immediate Past President shall
be a
two-year term. There will only be one Immediate
Past President position.
3. The position of Vice-President is an elected
four-
year term designated two years as Vice-President
and two years as President. Members eligible to
serve as Vice-President must serve, in good
standing as a Board Member for two years. There
will only be one Vice-President position.
4. The position of Secretary shall be a two year
term.
Members who are eligible to serve as Secretary
must serve, for two years as a council member in
good standing. There will only be one Secretary
position.
5. The position of Treasurer shall be a two-year
term.
Members who are eligible to serve as Treasurer
must serve, for two years as a council member in
good standing. There will only be one Treasurer
position.
6. The positions of Board Members At Large
and
State Representative Board Member are three-year
terms. Members who are eligible to serve as a
Board Member must be a council member, for one
year, in good standing. There will be at least two
Board members at Large positions and no more
than one State Representative Board Member for
the following states: North Carolina, South Carolina,
Georgia, Florida, Virginia, Alabama, and Tennessee.
7. The position of Past President is an honorary term
for life. The number of Past President positions is
unlimited.
D. Elections:
1. Prior to the election of Board members, the
Vice
President shall appoint a nominating committee
that shall nominate a member or members of the
Council for each of the various offices. Board
members shall be elected from names submitted
by a member or members from the floor.
2. Eligible and vacant board member positions will
be voted on, at the annual general meeting, by the
members of the Council.
3. The Vice-President is automatically seated as
the
President at the end of the President's two-year
term. In the event the Vice-President is not able
to succeed the President, a new President will be
elected at the Annual General Meeting. Members
eligible to be President will be nominated from the
Board of Directors that served prior to the
election.
4. All members of the Board, except for the
President, are eligible for reelection to a
consecutive term only if the Vice-President fails
to take office as President.
5. Election of Board Members should be staggered
so that no more than half of the Board positions
are open at any one time.
6. Board members, whose terms do not expire at
the next election, and who choose to run for a
position must resign from their current position
prior to being nominated. The Board members
vacated position will them be added to the
election.
E.
Vacancies
The President may fill any vacancy in the elected offices of the Board of
Directors, regardless of reason occurring. Any members so appointed by the
President shall hold office for the remainder of the term of his/her
predecessor.
F.
Regular Meetings
The Board of Directors shall hold two regular meetings, annually, and at
such time and place as shall be determined by a majority vote of the
Board of Directors. Notification will be by formal notice from the
Secretary, or such person delegated by the President at least 15 days in
advance of said meeting. Such notice shall be directed to each Board
member at the address appearing on the Council's records unless otherwise
directed.
G. Special
Meetings
Additional Board Meetings may be held upon the call of the President, or
whenever requested in writing by three or more Board Members, with
reasonable notice.
H. Quorum
A majority of the number of Board members currently hold in office, with
the exception of Past Presidents, shall constitute a quorum, and the vote
of a majority of those present at a meeting at which a quorum is present
shall be the act of the Board of Directors. A quorum must be present to
transact business and to constitute a valid meeting. Provided, that in no
event shall a quorum consist of less than one-third of the whole Board of
Directors.
I.
Validation of Meeting Defectively Called or Noticed
The transactions of any meeting of the Board of Directors, however called
and noticed or wherever held, are as valid as though conducted at a
meeting duly held after regular call and notice, if a quorum is present
and if, either before or after the meeting, each of the waivers, or
consents, or approvals shall be filed with the Council records or made a
part of the minutes of the meeting. Attendance of a Board member at any
meeting shall constitute a waiver of notice of such meeting except where a
Board member attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
J.
Majority Action
Every act or decision done or made by a majority of the Board members
present at any meeting duly held at which a quorum is present is the act
of the Board of Directors. Each Board member who is present at a meeting
will be conclusively presumed to have assented to the action taken at such
meeting unless his dissent to the action is entered in the minutes of the
meeting, or unless he shall file his written dissent to such action with
the person acting as the Secretary of the meeting before adjournment of
the meeting. Such right to dissent shall not apply to a Board member who
voted in favor of such action.
K.
Action by Consent of Board Without Meeting
Action which may be taken at a meeting of the Board of Directors, may
be taken without a meeting if a consent in writing, setting forth the
action shall be signed by all of the Directors entitled to vote with
respect to the subject matter thereof.
L.
Conduct of Meetings
At every meeting of the Board of Directors the President shall
preside. In the President's absence he shall designate the Vice President
to preside. In the event a meeting of the Board of Directors takes place
without the President or Vice-President in which a quorum exists, a
Chairperson will be chosen by a majority vote of the Board of Director's
present. The Secretary of the council shall act as Secretary of the Board
of Directors Meetings. In case the Secretary should be absent from any
meeting, the Chairperson may appoint any person to act as Secretary of the
meeting.
M.
Indemnification
Each member of the Board of Director of the Council may, in the
discretion of the other Members of the Board of Directors, be
indemnified by the Council against all losses, cost, damage, expenses, and
charges reasonable incurred or suffered by him in connection with the
defense or reasonable settlement of any action suit or proceeding to which
he may be made a art by reason of his having been a member of the Board of
Directors (whether or not he/she continues to be a member of the Board at
the time of incurring or suffering such loss, cost damage, expense or
charges) except in relation to any matter as to which he shall be adjudged
in such action, suit or preceding to be liable for his own negligence or
his own misconduct in the performance of his duties as such member of the
Board of Directors or officer.
N.
Removal
Any Board member may be removed, for cause and at the Board's
discretion, from office by affirmative vote of a majority of the total
Board of Directors.
Article
Association Meetings:
Section 1.
A. The annual general meeting of the Council
shall be held at such time and place an may be determined by the Board of
Directors. Notice of the Annual Meeting will be mailed or e-mailed to each
member of the Council, posted on the website, or published in the Council
publication at least thirty (30) days prior to the meeting.
B. Special meetings of the Council may be called by order of the Board
of Directors with proper notice as provided in Article V, Section 1., A.
Article VI
Committees
Section 1
A. The President may appoint Chairmen of
Committees. Unless otherwise specified, the Chairman of each committee
shall be a Board member. The committees may include, but are not limited,
to the following:
1. Meeting/Program Committee.
The duties of the Meeting/Program Committee shall be
to provide information, materials and program useful for
the continuing education of personal involved in hospital
safety/security.
2. Membership committee
The duties of the Membership Committee shall be to
promote membership in the Council.
3. Research Committee
The duty of the Research Committee shall be to
promote membership in the Council
4. Nominating Committee
The duty of the Nominating Committee shall be to
nominate candidates for the annual election of officer
to elected position on the Board of Director of the
Council. The Chairman of the Nominating Committee
shall use whatever means available to solicit input from
entire membership for candidates for the position. The
two persons receiving the majority of nominations from
the membership for a specific office shall be slated, as
candidate, for that office. If no persons or only one
person is nominated for a specific office, the Nominating
Committee shall poll the Board of Directors for
nominees.. Such nominations by the Board shall be
placed in nomination. The final slate of candidates will be
submitted, to all members attending the Annual General
Meeting, according to established procedures.
Committee membership shall consist of three or more
members, one of which, the Chairperson, shall be on
the Board of Directors.
5. By-laws Committee
The duty of the By-laws Committee is to periodically
examine and make Recommendations for changes to
the Council By-laws.
Section 2.
Appointments:
A. In additional to committee appoints, the
President, upon
taking office, shall have
the power to appoint member of
certain positions in the
Council. Such appointees may attend
Board Meetings upon the
invitation of the President, but they
shall not have a vote.
1. State Representatives
The President, at his/her discretion, shall appoint or remove
a State Representative for each of the Council's regions
(states). The State Representative shall be responsible
for coordinating the activities of the membership committee
of that region, and shall report quarterly to the President on
the activities and progress of the Council in their region.
Finances
Section 1.
The Fiscal year of the Council shall be from January 1 through December
31 of each year.
Section 2.
Other Funds:
The Council may obtain funds to support its activities through the sale
of publications, sale of advertising space, donations or other means
approved by the Board of Directors.
Section 3.
Checks:
All checks for disbursement of funds of the Council shall be signed by
the Treasurer and co-signed by the President. No single disbursement over
$500 will be made without approval of the Board of Directors.
Article VII
Miscellaneous
Section 1.
Publications:
Publication and reports or information sold, distributed or issued,
will be under the supervision of the Board of Directors, and all
such material shall be sold, distributed or issued in compliance
with such copyright or other laws as may be applicable. Any material
concerning the activities of the Council or of any of its committees
shall be approved by the Board of Directors, is such publications or
reports shall represent directly or indirectly, the opinion or policy of
the Council.
A. Any data, articles, or other information
promulgated or deemed
pertinent, by the Board
of Directors, will be disseminated.
Article VII
Amendments and Interpretation
Section 1.
Amendments:
The By-laws may be altered, amended, or repealed by a two-thirds vote
of the Council members having voting privileges and voting on the issues
in the Council, at the Annual General Meeting. Notice of Proposed changes
shall be disseminated to all voting members by mail prior to the voting
date.
Section 2.
The Board of Directors shall be responsible for decisions pertaining to
the interpretation and/or the intent of these by-laws.
Article IX
Section 1.
No member of applicant for membership be denied admission to the
Council or the enjoyment of any rights or privileges of membership on the
basis of race, creed, notional origin, sex, or marital status.
Revised: 11-94, 06- 05
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