ARTICLE I - NAME   

The name of this Association shall be Utah Association of Healthcare Quality, Inc. (UAHQ)

ARTICLE II - AUTHORITY   

The Utah Association of Healthcare Quality, Inc. (UAHQ) shall operate under charter from the State of Utah and all of the provisions of its Bylaws together with all amendments thereto.

ARTICLE III - PURPOSE AND OBJECTIVES   

MISSION STATEMENT: UAHQ exists to support the growth and development of healthcare professionals by advancing the philosophy and practice of quality improvement in an effort to improve healthcare outcomes.

VISION: UAHQ will be the leader in advancing healthcare quality professionals into the twenty-first century.

VALUE STATEMENT: Our values incorporate Quality Improvement through Quality Planning, Quality Measurement, Quality Action.

Our Organizational Values are:

COMMITMENT- serving the needs of the members and partnering with other Utah organizations

LEADERSHIP- advocating quality healthcare and being proactive in the development of quality initiatives

EMPOWERMENT- encouraging personal, professional and organizational empowerment

INTEGRITY- balancing financial, ethical and outcome issues, being accountable for service provided

Section 1 This organization is not, nor shall it ever become, a trade union or collective bargaining agency.

Section 2 This organization shall have no paid officers or directors.

ARTICLE IV - MEMBERSHIP   

Section 1 Membership is open to all persons is of 2 categories: individual, and honorary.

A. Individual - Individuals having an interest in health care quality. They are entitled to all membership privileges including the right to vote, hold office and council appointment.

B. Honorary - Members who have been judged by the UAHQ Board of Directors (Board) as having rendered outstanding service to UAHQ. They have membership privileges excluding the right to vote, hold office and council appointment.

Section 2 A membership in UAHQ is accomplished by filing a completed application, accompanied by the appropriate dues.

Section 3 UAHQ membership will not be denied because of race, religion, sex, national origin, handicap or political affiliation.

ARTICLE V - DUES   

Section 1 Annual membership dues are determined by majority vote of members of the Board.

Section 2 Dues are payable annually at the beginning of each fiscal year. The membership and fiscal year begins January 1.

ARTICLE VI - REPRESENTATIVES TO THE NATIONAL ASSOCIATION OF HEALTHCARE QUALITY'S (NAHQ) LEADERSHIP COUNCIL   

Section 1

A. Each Affiliated State Association is entitled to select one (1) representative and one (1) alternate representative with concurrent membership in NAHQ and UAHQ.

B. UAHQ selects a number of individual(s) equal to that States’ percentage of the total Association membership from the State, who reside within that State, and who are Members of the Association as members of the Leadership Council. An equal number of alternates from each State also shall be selected.

C. No individual may serve as a member of the Leadership Council simultaneously as both a member of the NAHQ Board of Directors and as an individual selected by UAHQ.

D. Leadership Council members shall serve for a term of one (1) year and until their successors are selected and qualified. There is no limit to the number of terms that a Leadership Council member may serve.

Section 2

A. The UAHQ President serves as a representative to the NAHQ Leadership Council. If UAHQ qualifies for more than one representative, the following individuals will serve in that capacity: president-elect; secretary; member at large.

B. Additional representatives and alternates will be selected by the UAHQ Board as appropriate.

Section 3 The representatives may receive financial assistance for registration at the annual NAHQ meeting, in an amount to be determined by the Board.

ARTICLE VII - BOARD OF DIRECTORS   

Section 1 The UAHQ Board of Directors (Board) consists of the officers and the appointed chairs of each standing council, who are the voting members of the Board.

Section 2 The Board manages the affairs of UAHQ. Appointments by the president are subject to approval by a simple majority of the Board.

Section 3 The Board meets at least quarterly as designated by the president and approved by the Board. The meetings may be conducted by conference call or other electronic methods. Special meetings of the Board may be called by the president or 3 members of the Board. Each Board member will be given written, verbal or electronic media notice of the time, place, and purpose of each meeting.

Section 4 A simple majority of Board members constitutes a quorum for the transaction of business. A vote by verbal, written or electronic media may be taken when necessary.

Section 5 All Board meetings are open to members. If a member has a concern or an agenda item they want the Board to consider, the member is responsible to inform a Board member in written or electronic form, seven days prior to the meeting. The member informs the Board member of the concern, and the Board member places the item on the agenda for the next meeting. The Board meeting times will be communicated to members who have submitted specific concerns of agenda items.

Section 6

A. All Board Members are required to attend a minimun of 80% of all Board meetings. The secretary will maintain attendance records and report attendance variances at each Board meeting.

B. Any Board member may resign at any time by giving written notice to the president.

C. The Board, by simple majority vote, may remove any appointed or elected member of the Board if it is deemed that said member is not fulfilling the duties of the office.

D. The Board may call a special meeting for removal of appointed or elected officers deemed to not be fulfilling the duties of the office. Written notice of said meeting will be given to UAHQ membership. Simple majority vote by those Board members present will decide outcome.

E. Procedures for filling subsequent vacancies are outlined in Article VIII, Section 3 B, C, and G.

Section 7 No member of the Board may serve concurrently in more than one position on the Board.

Section 8 Contracts must be approved by a simple majority vote of the Board and signed by the President and the Treasurer.

ARTICLE VIII - OFFICERS   

Section 1 - Officers of UAHQ consist of a president-elect, president, immediate past president, secretary, treasurer, and member-at-large.

Section 2 - The Secretary, Treasurer, Member-At-Large shall serve for a term of 2 years. No person shall serve more than 2 consecutive terms in the same office.

1. The President-elect, will be elected annually and must have previous experience serving on the UAHQ Board. In the event no qualified member desires to serve, the Board can vote to open the election to the general membership.
2. Elections for Secretary will be held on the even years.
3. Elections for Treasurer and Member-At-Large will be held on the odd years
4. Board members shall assume their duties beginning January 1.

Section 3 The Duties of the officers are as follows:

A. The president performs all duties that are usual to this office. The president presides at all general meetings of UAHQ and the UAHQ Board of Directors, and serves as a representative to the NAHQ Leadership Council. The president provides an association status report, including actions of the NAHQ Leadership Council, during the annual business meeting. The president appoints chairs of councils, subject to Board approval. The president is an ex-officio member of all standing coucils.

B. The president-elect performs the duties of the president in the event of the president's temporary absence. The president-elect performs duties as assigned by the president and prepares for the duties of the office of president. In the event the president cannot fulfill his/her term of office, the president-elect completes the unexpired term of the president prior to beginning their own elected term. The president-elect is an ex-officio member of all councils, and must attend at least one meeting of each coucil during his or her term of office.

C. The immediate past president provides advice, continuity, and assists the president in serving as a mentor to the president-elect. The immediate past president serves as an ex-officio member of the Legal/Legislative Council.

D. The secretary issues notices of all meetings of the Board and ensures that minutes of meetings are kept. The secretary is custodian of all UAHQ records and files, and also archives one copy of each education program (agenda and handouts) sponsored by UAHQ as a permanent record and resource for members. The secretary performs other duties usual to this office ans serves as an ex-officio member of the Networking & Communications Council.

E. The treasurer is responsible for all monies belonging to UAHQ and for disbursement as authorized by the Board. The treasurer keeps accurate records of money received and paid out, issues a financial statement, and reports at each meeting of the Board, and annually to the membership. The treasurer performs other duties usual to the office.

F. The member-at-large represents the UAHQ general membership as a member of the Board. The member-at-large seeks the ideas and opinions of the general membership through an annual needs assessment and report these needs to the Board. The member-at-large further communicates specific needs and concerns of the UAHQ general membership by serving as a voting member, but not chair, of the Education Council.

G. In the event of a vacancy in the secretary or treasurer offices, the president names a successor within 30 days to complete the term of office. The Board approves the nominee at the next regular meeting of the Board. Preference will be given to current council members. The Board will call a special election in the event of a vacancy in the president-elect or member-at-large positions.

ARTICLE IX - STANDING COUNCILS   

Section 1 The Association has 4 standing councils: Networking & Communication Council, Legal/Legislative Council, Education Council, Finance Council.

A. Council chairs will assume office on January 1.

B. The chair prepares annual goals and a proposed budget for council activities, and submits this information to the Board for approval by the end of the first quarter of each year.

C. The chair presents a summary of accomplishments, based upon pre-established goals, to members during the UAHQ annual business meeting.

D. Each council prepares and maintains policies and procedures as needed to further the functions of that council, and which are consistent with approved bylaws.

Section 2

A. Networking & Communication Council.

1) The Networking & Communication Council consists of a chair and as many members as deemed necessary by the chair. A complete list of UAHQ members will be submitted to NAHQ by the UAHQ Networking Council chair before June 1 of each year.

2) The purpose of the Networking & Communication Council is to promote diverse membership in UAHQ, facilitate member satisfaction, seek input from members, respond to members assessed needs, keep membership informed of activities of UAHQ and related professional issues and to provide leadership for the Nominating Committee.

3) The Networking & Communication Council maintains current and potential membership lists, recruit new members, markets UAHQ, promotes interest in activities of the organization. The Networking & Communication Council provides general membership and NAHQ with an ongoing report through a quarterly Newsletter, determines appropriate member recognition, communicates job/career opportunities to members, and establishes a Nominating Committee.

4) The Nominating Committee is a subcommittee of the Networking & Communication Council and consist of three members appointed by the council serving for a period of one calendar year. The committee shall manage elections for UAHQ, report activities of the committee and announce results of the elections to the membership.

B. Legal/Legislative Council

1) The Legal/Legislative Council consists of a chair and as many members as deemed necessary by the chair.

2) The purpose of the Legal/Legislative Council is to ensure that UAHQ is conducting business consistent with approved bylaws and communicate to members, legislative activities which impact the quality of healthcare in Utah.

3) The Legal/Legislative Council annually reviews the UAHQ bylaws, determines that the Bylaws reflect current practice, and make recommendations for changes to the Board. The council may organize members to write or call representatives to express supporting or opposing views about pending legistlation. The Legal/Legislative Council reviews policies and procedures developed by the Board to ensure internal consistency and compliance with bylaws.

D. Education Council

1) Education Council consists of a chair and as many members as deemed necessary by the chair.

2) The purpose of the Education Council is to promote and provide appropriate educational opportunities for the healthcare quality professional.

3) The Education Council provides opportunities for educational growth, maintains an expert skill list, provide assistance for CPHQ certification, offers additional professional expertise, and oversees academic and/or continuing education activities of the association.

E. Finance Council

1) Finance Council consists of a chair and as many members as deemed necessary by the chair.

2) The purpose of the Finance Council is to supervise and direct the financial affairs of UAHQ.

3) The Finance Council receives budget recommendations from elected officers and standing councils, coordinates the overall budget and presents it to Board for approval, arranges for and reviews the annual audit of UAHQ finances, and provides a report of audit to board.

ARTICLE X- SPECIAL COMMITTEES   

Section 1 - The Board establishes special committees as needed. The Board establishes the functions of these committees which operate under the general direction and supervision of the Board. Time frames in which special committees operate are established by the Board and terminate at the end of the presidents term of office, but may be extended by a simple majority vote of the Board.

Section 2 The chairs of all special committees are appointed by the president, subject to Board approval.

Section 3 The chair of each special committee reports action items at scheduled Board meetings.

ARTICLE XI - ELECTIONS   

Section 1 The Nominating Committee prepares a slate of candidates to run for elected office. Candidates must be current UAHQ members in good standing. At least 2 nominees shall appear on the ballot, with provisions for write-ins. A biographical sketch of each candidate's professional activities and services to UAHQ shall accompany each ballot.

Section 2 Election of officers shall be by postal mail ballot or electronic media ballot. By mid-August, ballots setting forth the slate of nominees shall be mailed or sent by electronic media by the Nominating Committee to each member eligible to vote. Ballots will be sent to each member’s last address recorded with the Association. Eligible ballots must be submitted to the chair of the Nominating Committee within thirty days of the mailing or notification date.

Section 3 The ballot itself is anonymous to members of the Board and the Nominating Committee. Voter eligibility must be verified before accepting a return ballot.

Section 4 Each officer is elected by a simple majority of the votes cast. A tie vote will be decided by lot as determined by the Nominating Committee with the approval of the Networking & Communications Council.

ARTICLE XII - MEETINGS   

Section 1 Regular Board meetings and special Board meetings are held as detailed in Article VII Sections 4. The membership is notified of regular and special Board meetings by means of the newsletter, website, written or electronic mail.

Section 2 An educational session will be held at least four (4) times per year. During the 4th quarter, an annual business meeting is held for the purpose of announcing newly elected and appointed Board members, providing a state of the association report to the membership, to obtain the vote of the membership on bylaws revisions, and other actions for which membership approval is sought. Notice of the annual meeting is by posted mail or electronic media to each member, at least sixty (60) days prior to the meeting. An announcement of the meeting may be published in the newsletter, or posted to the website.

Section 3 Councils and Special Committees meet as frequently as deemed necessary by the chair, or as directed by the Board.

ARTICLE XIII - BYLAWS   

Section 1 Members may submit bylaws changes to the Legal/Legislative Council who then take proposals to the Board.

Section 2 The Board reviews recommendations of Legal/Legislative Council and, if approved, submits changes to members for modification of bylaws.

Section 3 The bylaws are modified and approved by a simple majority vote of those present during the annual UAHQ business meeting. At least ten (10) days notice is given to membership announcing intent to modify bylaws. Bylaws take effect immediately following approval.

Section 4 A petition of two/thirds (2/3) majority of entire membership may place changes in bylaws for vote at annual business meeting. If two/thirds (2/3) of the membership is present at the annual business meeting, they may directly place changes in bylaws for vote.