VIRGINIA HEALTH INFORMATION MANAGEMENT ASSOCIATION INCORPORATED
Original Date: 4/21/97

Revised Date:
April 26, 2007
February 15, 2008

Article I. Name

This Corporation shall be known as the Virginia Health Information Association, a component state association of the American Health Information Management Association.

Article II. Purpose

The purpose of this association shall be identical with that of the American Health Information Management Association, namely to promote the art and science of health information management and to improve the quality of comprehensive health information services for the welfare of the public.

Article III. Membership

Section I. Classes of Membership

There shall be three classes of membership: Active, Student, and Honorary.

1. Active
   The active membership of this Association shall be composed of the active members of the American Health information Management Association, who indicate at the time of payment of the annual dues their desire to belong to the Virginia State Association. An active member in good standing shall be entitled to all membership privileges including the right to vote. Active membership shall include new graduates and senior members.
2. Student
   Any student enrolled in an AHIMA accredited or approved program, including those pending accreditation/approval is eligible for student membership. A student may retain this class of membership until the first qualifying examination for which he or she is eligible, after which time he or she shall be transferred to active membership. Student members shall have all rights and privileges of membership, including that of serving on committees and subcommittees in designated student positions with voice but no vote. They shall not be entitled to other voting privileges, hold office, or serve as delegates.
3. Honorary
   Any person who had made a significant contribution to medical record science or rendered distinguished service in the medical record profession or its related fields, may be elected to honorary membership in the Association by a unanimous vote of the active members present and voting at any Annual Meeting, the name having been recommended by the Board of Directors of the Virginia Association. These members shall be exempt from dues and shall possess none of the rights and privileges of other classes of membership and shall have no right, title or interest in any property of this Association.

VHIMA/AHIMA does not offer a corporate membership in the sense of a group enrollment option. We have a corporate affiliate program, which is designed for vendors or other institutional entities who want to receive information on VHIMA's /AHIMA's activities and also gain additional visibility with our members.

Section 2. Cessation or Reinstatement of Membership

Resignation, forfeiture, expulsion and reinstatement of an individual's membership shall be effective in the Association upon notice of such action from the Executive Director of the American Association.

Section 5. Cessation of Property Interest All rights, title and interest, both legal and equitable, of a member in and to the property of this Association shall cease in the event of either of the following:

• Resignation or death
• Forfeiture of membership or expulsion.

Article IV. National Representation

Section 1. Number of Delegates

This Association shall be represented in the House of Delegates of the American Health Information Management Association as provided in the bylaws of the American Health Information Management Association.

Section 2. Term of Office

The term of delegates shall be two years.

Section 3. Qualifications.

Only active members in good standing shall be eligible to serve as delegates to the American Health Information Management Association.

Section 4. Nomination

Nomination for delegates shall be made as provided in Article IX., Section 7 of these Bylaws. The President and President-elect shall automatically serve as two of the delegates. The immediate Past President shall serve as a delegate when the Association is entitled to five (5) delegates.

Section 5. Election

Election of delegates shall be made by votes cast by the active members in good standing. The ballot shall indicate the membership classification of each nominee. A plurality vote shall elect. If a delegate finds it impossible to serve, the Board of Directors shall have the authority to appoint an alternate delegate.

Article V. Board of Directors

Section 1. Composition

The members of the Board of Directors shall be the President, President-elect, Vice President, Secretary, Treasurer, Past President Director and Elected Director.

Section 2. Powers and Duties

The property, business and affairs of this Association shall be managed by the Board of Directors. The Board may exercise all such powers of the Association as are required by law and by these Bylaws direct or require to be exercised by the Board of Directors or by the Articles of Incorporation.

The Board of Directors shall:

• Consider all matters pertaining to this Association and submit recommendations at the annual meeting.
• Select the date and place of the annual meeting.
• Submit a report of its activities through the President at the annual meeting.
• Select a place for the deposit of funds.
• Approve special and standing committees.
• Make provisions for the auditing of the books.

Section 3. Regular Meetings

Regular meetings of the Board of Directors shall be held as necessary to conduct the business of the Association. Ten days notice shall be given.

Section 4. Special Meetings

Special meetings of the Board of Directors may be called by the President or upon written request of three members of the Board of Directors.

Section 5. Business by Mail, Facsimile, Telephone, Electronic

Matters requiring action between meetings of the Board of Directors which in the opinion of the President do not warrant a called meeting may be decided by mail, facsimile, telephone or electronic vote, to be ratified at the next regularly scheduled meeting.

Section 6. Quorum

A majority of the members of the Board of Directors shall constitute a quorum.

Article VI. Officers and Directors

Section 1. Officers

The officers of the Association shall be a President, a President-elect, a Vice President, a Secretary, and a Treasurer.

Section 2. Directors

There shall be two Directors. The retiring President shall automatically become a Director for a one year term. Each year, one Director shall be elected for a one year term or until his successor has been elected.

Section 3. Eligibility

Only active members in good standing shall be eligible to hold office or serve as a Director.

Section 4. Term of Office

Each officer shall hold office for one year or until his successor has been elected and qualified, with the exception of the Treasurer who shall be elected to serve a two year term. Said election shall be held in the odd numbered years.

Section 5. Nomination

Nomination shall be made by a Nominating Committee as provided in Article IX, Section 7, of these Bylaws.

Section 6. Election

Ballots will be provided to all active members of VHIMA to be returned in the time set forth by the Board of Directors. Election shall be by a plurality of the votes cast by the active members in good standing. In case of a tie, the election shall be decided by lot. After the ballots have been received, the President shall appoint a Committee of Tellers who shall meet within 15 days after the deadline for receipt of ballots to verify the votes and report to the Board of Directors. Results of the election shall be announced at the Annual Meeting. Officers and Directors shall assume office in July following the close of the annual Meeting at which their election is declared, with the exception of the President, who shall assume office on July first after the close of the following Annual Meeting, having served as President-elect for the preceding year and the Treasurer who shall serve a two year term following his election.

Section 7. Vacancies

In the case of death, incapacity, or written resignation of any officer or director during his term of office, the vacancy shall be filled according to the provisions set forth in the Association's Policy and Procedure manual.

Section 8. Removal

Any of the elected or appointed officers or directors of this Association may be removed for cause by the Board of Directors provided each action is taken by a majority vote of the members of the Board.

Section 9. Duties of Officers

The duties of officers and Directors shall be as specified in these Bylaws, such standing rules as shall be adopted by the Board of Directors of the Virginia Association or as specified in the Bylaws and standing rules of the American Association. All retiring officers shall deliver to their successors within one month following election, all Association property.

• The President shall become familiar with the procedures for the component State Associations established by the American Health Information Management Association and be guided by these procedures in directing the activities of officers and committees. Except as otherwise provided for in these Bylaws, he shall preside at all meetings of this Association and of the Board of Directors, appoint with approval of the Board of Directors, standing and special committees and render an annual report. The President, with the approval of the Board of Directors, may ask for the resignation of a committee chairman who does not fulfill the duties of the committee to which he was appointed. He shall complete the credential form for the delegates and return it to the Executive Office of the American Health Information Management Association by the date and in the manner specified by that office. The President shall be an ex-officio member of all committees, except the Nominating Committee and shall perform such other duties as the Board of Directors may determine. The President serves as a delegate to the American Health Information management Association House of Delegates.
• The Vice-President shall perform all duties of the President in his absence or inability to act.
• The President-Elect shall advise or assist the President whenever called upon. In the absence of both the President and the vice president, the President-Elect shall occupy the chair. He shall automatically serve as delegate to the House of Delegates of the American Health Information Management Association.
• The Secretary shall keep a permanent record of the meetings of the Association and of the Board of Directors and shall submit them to the respective bodies for approval. He shall transmit notice of action of this Association and of the Board of Directors as directed. He shall be responsible for all official correspondence of the Association under direction of the President. He shall notify members of meetings and shall have custody of all records and papers belonging to this Association not otherwise provided for.
• The Treasurer shall have charge of all monies and securities and shall open an account in the name of this Association. He shall keep accurate account of all receipts and disbursements and shall make a full report to the Association at its Annual meeting and to the Board of Directors upon request.
• The Directors shall advise or assist the President whenever called upon.
• The Past President Director shall serve as a delegate to the American Health Information Management Association House of Delegates when the State Association is eligible for five (5) delegates.

Article VII. Administrative Coordinator

The Administrative Coordinator shall be an active member of AHIMA. The Administrative Coordinator is an independent contractor and not an elected member of the VHIMA Board. The Administrative Coordinator shall provide an annual report to the VHIMA Board of Directors prior to the Annual Meeting. The Executive Board is responsible for establishing the duties and performance evaluation of the Administrative Coordinator.

Article VIII. Meetings

Section 1. Annual Meeting

The Annual Meeting of members shall be held at such time and place as the Board of Directors may determine.

Section 2. Special Meetings

Special meetings of members may be called by the President or by a majority of the Board of Directors, or upon written request of not less that 50% of the active members of this Association.

Section 3. Notice of Meeting

Notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose(s) for which such a meeting is called, shall be delivered by mail to each member at least thirty (30) days prior to the date of the meeting, by or at the direction of the President. Publication of such notice in an official publication of this Association sent to each member shall be sufficient if it otherwise complies with this requirement of notice. No other business shall be transacted at a special meeting other than that stated in the notice.

Section 4. Voting Rights

Each active member in good standing shall be entitled to one vote at any meeting of the members. To be entitled to vote, active members must be present at the meeting and vote in person and not by proxy, except as expressly provided in Article VI, Section 6.

Section 5. Quorum

At any meeting of members, a quorum shall exist if at least 50 active members are present. The affirmative vote of a majority of the active members present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by these Bylaws.

Section 6. Cancellation

In the event of a national emergency of other circumstances prohibiting the holding of an Annual Meeting, the Board of Directors may cancel the meeting and prompt notice thereof shall be given to all members of the Association.

Article IX. Committees

Section 1. Establishment

There shall be such committees as necessary to conduct the business of the Association including a Nominating Committee, CEC, Coding Roundtable, and Membership. The composition, size and duties of the committees shall be set forth in the Association's Policy and Procedure manual and subject to the approval of the Board of Directors.

Section 2. Eligibility

Active members in good standing shall be eligible for appointments as Chairman or members of committees as specified in Article III, Section 1, A and B.

Section 3. Term of Office and Vacancies

The term of office and provisions for the filing of vacancies on committees shall be as set forth in the Association's Policy and Procedure manual.

Section 4. Duties

The duties, operational policies and procedures shall be as set forth in the Association's Policy and Procedure manual. Committee shall not preempt the authority of the Board of Directors in any matter.

Section 5. Reports

Each committee chairman shall present a written report to the president at least thirty (30) days before the annual meeting concerning its work for the year and its recommendations, if any.

Section 6. Quorum

A majority of the members of any committee shall constitute a quorum.

Section 7. Nominating Committee

• Chairman. The Chairman of the Nominating Committee shall be an active member. With the approval of the Board of Directors, the Chairman will be appointed by the President-Elect.
• Members. The Nominating Committee shall consist of four (4) members, elected by the membership at the annual meeting.
• Quorum. Any majority of the members of the Committee shall constitute a quorum.
• Duties. The duties of this Committee shall be to:
  1. Prepare and deliver to each active member in good standing, at least sixty (60) days prior to the annual meeting, a ballot of nominees for each officer, director and delegate to the American Health Information Management Association. In the event two (2) nominees are not available for any office, the Board is authorized to allow the membership a “write-in” option as a candidate. If the write-in candidate wins the election, the Board will verify the candidate meets “active membership in good standing” criteria.
  2. Include on the ballot in odd years, names for Virginia's nominee for the Nominating Committee of the American Health Information Management Association. The ballot shall contain the membership classification of each nominee and summaries of qualifications. A plurality vote shall elect. The nomination shall be submitted in odd numbered years to the Executive Director of the American Health Information Management Association as directed in the Bylaws of the American Health Information Management Association.
• Reports. The ballot shall constitute the annual report of the Nominating Committee. Any recommendations of the Nominating Committee shall be made to the Board of Directors.

Article X. Societies

Societies may be established as approved by the Executive Board.

Article XI. Finance

Section 1. Fiscal Year

The fiscal year of this Association shall be determined by the Board of Directors.

Section 2. Dues

Dues for Active, Student, members shall be as provided by the Board of Directors of the American Health Information Management Association and shall be paid by the member directly to the Executive Director of the American Health Information Management Association. The state's portion of dues is rebated to the Treasurer of this Association.

Section 3. Checks, Drafts, etc.

All checks, drafts and other orders for payment of money issued in the name of this Association shall be signed by the Treasurer or such other officer as determined by the Board of Directors.

Article XII. Parliamentary Authority

Where the Bylaws are silent, this Association shall be governed by the latest edition of Robert's Rules of Order.

Article XIII. Amendment of Bylaws /

Section 1. Authority and Voting.

The authority to amend these Bylaws shall be vested solely in the active members of this Association. Two-thirds of the votes cast by the active members present shall be sufficient to alter, repeal or adopt any new bylaw amendment, provided that a copy of the proposed amendment has been sent to every member at least thirty (30) days before the meeting at which it is to be presented.

Section 2. Initiation and Submission

• Initiation. A proposal for the alteration, repeal or adoption of new bylaw amendments may be initiated by the Board of Directors or any active member. The Board of Directors shall review each proposed bylaw amendment after the Bylaws Committee prepares it for submission to the active members with any explanatory comments or recommendations as the Board of Directors shall deem necessary.
• Submission. The proposed Bylaw amendments and support documents shall be submitted to the Executive Office of the American Health Information Management Association for approval prior to being submitted to the Association's active members. The revised Bylaws of this Association will be sent to the Executive Director of the American Health Information Management Association after adoption by the state association's active members.

Section 3. Notice

Written or printed notice of any proposal for alteration, repeal or adoption of any new bylaw shall be provided to each member at least thirty (30) days prior to the meeting at which the proposal is to be submitted to the vote of the members. Such notice shall include the text of the current Bylaw, the proposed bylaw and any comments or recommendations of the Board of Directors.

Section 4. Without Notice

By a ninety (90) percent vote of the active members present, a proposal to amend the Bylaws may be made and acted upon at the same meeting without prior notice, as defined in Article XIII, Section 3. A ninety (90) percent vote of the active members present shall likewise be required for adoption of such amendments.

Article XIV. Dissolution

This Association 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 final liquidation of this Association, any assets remaining after all obligations have been satisfied or provided for, shall be transferred to a nonprofit entity, determined by the Board of Directors.