WHEA BYLAWS

ARTICLE I

Name

Section 1. This organization shall be known as the “Wisconsin Healthcare Engineering Association”. Hereafter the organization name may be referred to as WHEA.

Section 2. The association is a not-for-profit organization. No part of the association’s income and earnings shall benefit any single member, director, officer or any other individual.

Section 3. This association shall not interfere in any way between its members and their employers and shall not encourage any project or enterprise that will interfere with harmony between them.

ARTICLE II

Objectives

Section 1. The primary objective of the Wisconsin Healthcare Engineering Association (WHEA) shall be to advance the development of effective engineering in the healthcare institution by: a. Providing a medium for the exchange of ideas and information among members. b. Encouraging and assisting members in conducting regular meetings, conferences, educational programs and encouraging regular attendance. c. Encouraging and assisting members to develop knowledge and competence in the field of healthcare.

Section 2. An objective of this association is to share the expertise of its members with governmental bodies regulating operations and activities of healthcare facilities through cooperative participation both as individuals and as an association in the formulation of codes and regulations pertaining to engineering aspects of healthcare facility operations.

Section 3. An objective of this association is to make the institution staff and the community aware of the engineering role in the operation of the healthcare physical plant.

ARTICLE III

Organization

Section 1. A Board of Directors, for the State association will consist of positions defined in Article VI of these bylaws and the Chairpersons of those committees appointed by the President.

Section 2. An Executive Committee, comprised of the Past President, President and Vice-President of the Board of Directors [positions elected annually as indicated in these bylaws] is created to expedite actions for the Board between the full Board’s regularly scheduled meetings. a. This committee is authorized to exercise the board’s authority in general or specific respects – except b. This committee may not take certain actions defined by law such as distribution of assets, dissolution of WHEA, sale of WHEA assets, or amendment of bylaws. c. This Executive Committee must report on all actions taken on the full board’s behalf since the last regularly scheduled full board meeting.

Section 3. At local levels, the association shall be composed of a number of chapters organized by geographical regions of the state. To become a chapter, a group that petitions to form a chapter of the association must be recognized by the Board of Directors. A chapter must be composed of at least five (5) Full Members. Each chapter shall be designated as a chapter of this organization with a Roman numeral and will be known as “Wisconsin Healthcare Engineering Association Chapter (Roman Numeral)”

ARTICLE IV

Conflict of Interest

Section 1. Conflict of Interest Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall (a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

ARTICLE V

Indemnification

Section 1. Mandatory Indemnification The Corporation shall indemnify directors and officers to the fullest extent authorized by Chapter 181 of the Wisconsin Statutes as amended from time to time. All provisions of Chapter 181 shall apply, except that if any indemnification would otherwise be permitted but not required, it shall be deemed required.

Section 2. Limited Liability of Volunteers Each individual (other than an employee of the Corporation) who provides service to or on behalf of the Corporation without compensation (“Volunteer”) shall be immune from liability to any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from any act or omission as a Volunteer, to the fullest extent provided by Section 181.297 of the Wisconsin Nonstock Corporation Law or any similar successor provision thereto. For purposes of this section, it shall be conclusively presumed that any Volunteer who is licensed, certified, permitted or registered under State law and who is performing services to or on behalf of the Corporation without compensation is not acting within the scope of his or her professional practice under such license, certification, permit, or registration, unless otherwise expressly indicated to the Corporation in writing.

Section 3. Dissolution Upon the dissolution of WHEA, all funds in the treasury and all assets shall be distributed consistent with the requirements of Chapter181 of Wisconsin State Statutes.

ARTICLE VI

Members

Section 1. Acceptance for membership in the State WHEA is achieved through vetting and membership at the Chapter level. Membership shall not be denied on the basis of handicap, age, race, sex, or religious belief.

Section 2. Full Membership Full Membership in any chapter shall be considered for persons of good moral character who are employed directly by a healthcare facility or healthcare provider system in departments or divisions with responsibilities for engineering services, building maintenance, construction & renovation, and other disciplines associated with maintaining and improving the environment of care. Full Membership is not limited to managers, directors and others with administrative or supervisory responsibilities, but is also available to non-supervisory staff members. a. Full Members may submit the names and qualifications of applicants for membership in this association b. Each chapter shall evaluate prospective members in regard to their qualifications based on these State bylaws and their own Chapter Bylaws and submit recommendations to the chapter membership at a regularly scheduled chapter meeting, during which chapter members will vote on acceptance of the applicant.

Section 3. Associate Membership Associate Membership in any chapter shall be considered for persons of good moral character who are not directly employed by a healthcare facility or healthcare provider system. Persons employed by governmental or regulatory agencies, representatives of manufacturers, contractors, vendors, architectural or engineering firms, and persons providing other technical or consultative expertise to the healthcare industry are eligible for Associate Membership. a. Associate Members are equal to Full Members in regard to privileges, rights, responsibilities and benefits of Full Membership as defined and stipulated within these bylaws. Associate Members may attend business meetings and may enter into discussions pertaining to association business. Associate Members are encouraged to attend and participate in educational programs and seminars. Associate Members shall pay full dues and other membership costs of meetings and social and educational programs. Associate Members shall be listed on the Membership Roster and be clearly designated as Associate Members. b. Associate Members may: 1. May serve on committees or other specially appointed bodies that recommend changes to WHEA policy, administrative operation, and internal governing rules, 2. May chair such committees or bodies, 3. May vote in all WHEA business matters at both the state and chapter level, and 4. May hold any office to which duly elected at a chapter level as allowed by the Chapter’s bylaws. c. Associate Members may not hold a State Board Officer position designated as President, Vice-President, Secretary, Treasurer, or Officer-At-Large.

Section 4. Special Memberships a. MECHanic Membership at both the State and Chapter levels may be granted to those persons who have qualified for and passed an examination officially designating them as either Certified Healthcare Mechanics or Senior Certified Healthcare Mechanics within the Michigan Society for Healthcare engineering (MISHE) MECH program (Mechanic Evaluation and Certification for Healthcare.) MECHanic Membership seeks to recognize the achievements of MECH certified mechanics. 1. MECH certified mechanics are automatically granted MECHanic Membership status upon notification to the Member Services Committee of MECH certification achievement by the MECH Program Manager. The state association will not assess MECHanic Members but individual chapters may assess MECHanic Members chapter dues for participation in chapter meetings and/or may require MECHanic Members to pay their actual costs to pay for meals at meetings, attendance at special events such as dinner meetings, banquets, educational events, etc. normally covered by the chapter treasury. 2. MECHanic Membership is a limited membership which offers limited benefits i. MECHanic Members will not vote on state or chapter business. ii. MECHanic Members will not receive annual directories or be eligible for awards. iii. MECHanic Members will be eligible for “member discounts” for conferences, training events, and other WHEA offerings where registration differentiates between “member” and “non-member” status. iv. MECHanic Members must meet the same criteria as applicants applying for Full Member status. v. MECHanic Members will have access to the “Members Only” section of the website; will be included in mailing lists and distribution lists for WHEA notices, bulletins and other correspondence. b. Retired Membership at both the State and Chapter levels may be granted to both Full and Associate members retiring from healthcare engineering, who are not working full-time in another field, and who have been members for a minimum of five (5) years. This membership status is to be identified by the individual’s respective Chapter through processes within that Chapter’s bylaws. At the State Association level, this Membership will be dues free and the State Association will not assess Chapters for Retired Members. Retired Members are expected to pay their actual cost to attend special events unless deferred by action at the Board of Directors. c. Life Membership at both the State and Chapter levels may be granted to those retiring Full or Associate Members who have been Members for a minimum of twenty (20) years and also meet the definition of “Retired” membership. Life Memberships are granted using the same procedures as for Retired Memberships. Life Members will pay no dues of any kind. The state association will not assess life Members. Life Members are expected to pay their actual costs to attend special events unless deferred by action at the Board of Directors. d. Honorary Membership in WHEA may be awarded to individuals who have been judged deserving of such an honor by the WHEA Board of Directors by reason of service to healthcare, healthcare engineering, or this association, and may be granted to persons who are not members of the Wisconsin Healthcare Engineering Association. Any Member of WHEA may nominate an individual for this honor, but only the state Board of Directors may grant Honorary Membership. Honorary Memberships in WHEA may not be awarded by individual chapters. Those nominated will be considered by the WHEA Board of Directors and elected by a majority vote of the board. 1. A certificate of Honorary Membership signed by the WHEA President will be presented to the Honorary Member. 2. The state association will not assess Honorary Members. 3. Although the WHEA state or chapter boards may at any time invite persons designated as Honorary Members to attend WHEA meetings or other events, and may provide opportunities for Honorary Members to participate in discussions at meetings or events, Honorary Members may not be counted for purposes of establishing a quorum, and will not be granted voting privileges. 4. In order to preserve Attorney-Client privilege when matters have to be addressed by voting members of the organization in confidence – Honorary Members may be denied the receipt of both printed and electronic forms of WHEA documents, and may be excluded from participating in meetings or portions of meetings.

Section 5. Special Designations and Roster Assignments a. All persons rostered in the WHEA are listed in a membership database that is maintained on the WHEA website at www.whea.com. Persons who are identified as members of WHEA will be rostered according to their designated membership status: Associate, Full, Honorary, Life, MECHanic, Retired, Retired/Inactive or Life/Inactive. b. An individual’s status may also be assigned according to the following special designations: i. I n Memoriam – In Memoriam status is assigned to those members who are deceased. ii. Affiliate status may be assigned to persons with whom WHEA has determined it to be advantageous to maintain an on-going relationship. • Affiliate status does not denote a level of membership in WHEA. • Affiliates may be persons who have requested or have been granted permission to receive newsletters, notices of meetings, conferences, webinars or other WHEA events or social opportunities. • Affiliates may be persons who have a collegial relationship with WHEA; such as officials of regulatory bodies, sponsors, regional or national members of ASHE, ASHE officers, ASHE board members, or liaison officers. • Affiliates are not considered to be members of WHEA and thus have no privileges of membership and may not vote in WHEA state or chapter business. • In order to preserve Attorney-Client privilege where matters have to be addressed by voting members of the organization in confidence, persons granted Affiliate designation may be denied the receipt of both printed and electronic forms of WHEA documents, and may be excluded from participating in meetings or portions of meetings and audio or video conferences. • Affiliates will not be assessed membership fees (dues,) but may be invoiced for materials, registrations, and other expenses to cover the cost of their participation in special events; i.e., luncheons, chapter golf outings, chapter banquets. • Affiliate persons will be rostered within the database in the Chapter designation identified as Affiliate.

Section 6. Membership Application, Certificates and Awards a. The state association’s Member Services Committee provides applications for membership to the organization’s chapters. Member Services Committee representatives from each Chapter are responsible for reviewing and presenting completed applications at a business meeting of his/her Chapter for appropriate action. b. Chapters will review and vote to either approve or deny each new application for membership, each application for change of status (membership level), and each application for transfer to a different chapter. c. Each Chapter will process membership applications, which have been officially approved or denied by the Chapter, with appropriate signatures. • Original application will be retained by the Chapter. • One copy of the processed application to be provided to the applicant. • Member Services Committee representatives for each Chapter are responsible for editing their respective roster database on WHEAnet to reflect the addition of a new member, edits to a member’s status (membership level), edits to any other data field, or deletion of the member (upon transfer of membership to another Chapter, expulsion, or voluntary withdrawal.) d. The Member Services Committee provides official Membership Certificates to each Chapter. Membership Certificates will be provided to each approved new member and to each member whenever a change of status (membership level) or transfer of membership is approved. Membership Certificates will be prepared by the Chapter Member Services Committee representative and shall include: the full name of the member, the level of membership, the official date of approval, and the signatures of the Chapter President and that of the Member Services Committee Representative. e. The Member Services Committee provides official Membership Pins to each Chapter. Chapter Member Services Committee Representatives will provide a New Member Pin to each approved new member, and thereafter will provide a Service Award Pin at the Annual Conference or regularly scheduled chapter meeting to full and associate members upon their attainment of 5-years, 10-years, and 15-years of continuous membership. Membership Pins designed specifically to recognize the designations of Retired, Life and Honorary status will be provided to members when nominated and approved to be granted those designations. f. Membership Appreciation Plaques will be provided to any full or associate member upon their attainment of 20 years of continuous membership and for each successive 5-years of continuous membership thereafter. g. Membership Appreciation Plaques will also be provided to Retired or Life members even when attainment of 20 years of continuous service does not occur until after retirement. Retired or Life members will continue to receive these awards for each successive 5-years of continuous service if nominated for such recognition by any Member Services Committee representative at large and approved by a simple majority of Member Services Committee representatives (continuous service being defined as consistent participation in chapter meetings, committee membership or other areas of demonstrated service.)

ARTICLE VII

Meetings

Section 1. The Board of Directors shall meet not less than four (4) times per year. Additional board meetings may be called by the President or three (3) or more board members. A quorum of seven (7) board members to include at least three (3) elected Board Officers and four (4) additional Board members of chapter representatives and/or Retired member position must be present to conduct a board meeting. a. A Standing Agenda item for each board meeting will be a report from the Executive Committee on actions taken since the last full board meeting. 1. The full Board should periodically evaluate whether the full Board itself is meeting its fiduciary obligations through this delegation of powers – and – 2. Whether the full Board’s oversight is effective and that the full Board has opportunity to provide input regarding Executive Committee decisions.

Section 2. Teleconference and Video Conference Meetings The Board of Directors may participate in and hold meetings by means of a telephonic and/or video conference call or similar communications arrangement by means of which all persons participating in the meeting can simultaneously hear each other during the meeting. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the sole and express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 3. A meeting open to all chapter members of this association shall be held annually. Special meetings may be called by the Board of Directors. A minimum of thirty (30) days notice of a special meeting shall be given to all chapter members.

Section 4. Robert’s Rules of Order, Newly Revised shall govern the conduct of business meetings of this association.

Section 5. Meetings of this association shall not be used for religious or political discussions. Discussions regarding governmental codes, regulations, standards, and decisions concerning healthcare facilities are legitimate topics for discussion. The association may formulate and foster positions on these subjects, and should endeavor to coordinate these activities with other professional associations representing healthcare facilities. However, the association shall not become involved lobbying or other political activities.

ARTICLE VIII

Officers

Section 1. The Officers of this association shall consist of six (6) positions designated as the (1) immediate Past President, (2) the current President, (3) Vice President, (4) Treasurer, (5) Secretary, and (6) Officer-at-large.

Section 2. The Board of Directors shall be composed of (1) the six Officers of this association, (2) one Retired Member and (3) a representative (normally the president) of each of six chapters. If a Chapter President is also a state association officer, he or she shall appoint another chapter officer to serve on the Board of Directors as the chapter’s representative

Section 3. Only members of the Board of Directors, as listed above in Section 2, may vote on association business in board meetings.

Section 4. Officers shall be elected at the annual meeting. Installation may take place at the annual meeting or at an appropriate ceremony. Officers shall serve until their successors are elected and installed following Article VIII of these Bylaws.

Section 5. In the event that an office becomes vacant, the office shall be temporarily filled by the Board of Directors appointing an eligible person using the following criteria: a. The office of Past President shall not be filled. b. The office of President shall be filled by the current Vice-President c. The office of Vice-President shall not be filled. d. The office of Treasurer shall be filled by the current Officer-at- Large, by the Past President or by a WHEA member who at one time was a WHEA state officer. e. The office of Secretary shall be filled by the current Officer-at- Large, by the Past President, or by any WHEA Full Member. f. The office of Officer-at-Large shall not be filled.

Section 6. All Officer Positions appointed by the Board of Directors are temporary until filled by the next scheduled officer nomination and election process.

ARTICLE IX

Duties of Officers

Section 1. The President shall preside at all board and annual meetings. It shall be the President’s duty to exercise general supervision over the activities and welfare of the association. The President shall issue notices of meetings and set the agenda for meetings of the Board of Directors. He or she will appoint an individual to file an annual report and send data to the American Society for Healthcare Engineering.

Section 2. The Vice President shall assume all duties and responsibilities of the President in the absence of or incapacity of the President.

Section 3. The Treasurer shall be the custodian of funds, books of accounts, and all valuable papers of the association. He or she shall supervise a set of books containing the detailed financial transactions of the association which may be maintained by an individual designated by the President. All receipts shall be deposited in a financial institution approved by the Board of Directors. The Treasurer and/or President shall have the authority to sign all checks, drafts, and notes drawn by the association. The President may designate an individual to sign checks to pay association expenses under the supervision of the Treasurer. The Treasurer shall prepare a balance sheet and present it at each board meeting. He or she shall prepare a budget for the association’s fiscal year that shall be from January 1 to December 31. The budget will be submitted to the Board of Directors for approval.

Section 4. The Secretary shall perform such duties as may be requested by the President consistent with these bylaws, policies, and other commitments of the association. He or she shall attend association meetings and keep minutes. In the event of the Secretary’s absence from a meeting or inability to perform the duties of office, the President shall appoint a temporary secretary. The Secretary shall provide a copy of the minutes of a board meeting and the annual meeting to all board members within thirty (30) days.

Section 5. The Officer-at-Large shall serve as a member of the Board of Directors and perform such duties as may be designated by the President. The Officer-at-Large shall send submittals related to the ASHE Chapter Affiliation Award to the American Society for Healthcare Engineering.

ARTICLE X

Nominations and Elections

Section 1. Nominations a. The President and Past President, who sit on the Board of Directors, will comprise the Nominating Committee. This committee shall nominate a slate of candidates for offices of this association. Normally, the Vice-President will be nominated for President, the Secretary for Vice-President, the Officer-at- Large for Secretary and a nominee for Officer-at-Large shall be chosen from the membership. Exception to this progression may result when vacancies occur within the year. A nominee for an office of this association must be a Full member in good standing. Potential nominees will be contacted to be certain that each nominee will accept the nomination. The committee shall give due consideration to balanced representation among the chapters. b. The Treasurer position is a semi-permanent position. The member filling this position must be re-affirmed each year using the officer nomination and election process described in this article c. At the annual meeting, the presiding officer shall announce the slate of nominees as presented by the Nominations Committee. Any Member may nominate from the floor any qualified Full Member who will accept the nomination and the responsibility of office.

Section 2. Elections a. Write-in candidates shall not be allowed in elections since all Members will have had the opportunity to nominate from the floor. b. Each Member present shall have one vote. No member shall vote by proxy. c. The candidate for each office receiving the largest number of votes shall be elected.

Section 3. Retired Member Board position a. The nomination for the member to fill this position must be appointed by the sitting Board Officers prior to elections held at the organization’s annual meeting. b. The Resource Committee determines the qualifications for and the nomination of the Retired Member to the Board of Directors.

ARTICLE XI

Committees

Section l. The President will appoint a Chairperson or Co-Chairs for the following standing committees from among members: a. The Conference Committee shall have the duty to make all arrangements for the annual conference in cooperation with the Board of Directors and the Education Committee. b. The Education and Professional Development Committee shall have the duty to formulate the education programs of the association. c. The Sponsorship Committee shall develop and maintain an effective program from which additional revenues can be realized to help support the primary educational objective of WHEA. This group also coordinates the recognition and advertising programs offered for the various levels of sponsorship. d. The Resource Committee shall be responsible for archiving the historical records of the association, which includes documents, photographs, digital records and memorabilia. This group also provides valuable volunteer services for the state board and its appointed committees. e. The Bylaws Committee shall have the duty to maintain the current WHEA State bylaws, facilitate review documents for Board review when changes are requested, act as a resource for Chapter bylaws needs and maintain current copies of Chapter bylaws. f. The Member Services Committee will promote membership development within the organization. The committee shall compile a directory of all chapter members as reported by the chapters for the annual membership report. The directory shall be published annually and shall list all members of each chapter. Members of The American Society for Healthcare Engineering (ASHE) shall be designated in the directory, and officers for the current year will be listed. The annual directory shall also include rosters, articles, and other newsworthy information regarding the achievements of the state board, standing committees, and selected individuals, as well as promotional material regarding past and future educational events, seminars and conferences. A copy of the directory will be distributed to each member of the association, to each advertiser, sponsor and technical exhibitor. The Member Services Committee will publish a quarterly newsletter, to be distributed to each member of the association, each newsletter advertiser, and sponsor. g. The Codes and Standards Committee will provide the membership with timely information on codes and standards. The committee shall establish and maintain contacts with agencies that regulate activities that affect healthcare facilities within the state and develop relationships that encourage input from our association to regulating agencies. The committee shall be comprised of members from each chapter

Section 2. Special Committees Officers of the Association make up the membership as identified for each committee a. The Executive Committee is chaired by the current president and includes the vice president and past president. The Executive Committee meets a minimum of once a month via conference call in an effort to more effectively manage the agenda of the board, and to provide more consistent support to the WHEA administrative staff, chapter leadership, and standing committee chairs between quarterly board meetings. b. The Finance Committee is chaired by the current president and includes the vice president, past president, treasurer, and secretary. Their responsibilities are: a) monitor and make decisions concerning investments of WHEA funds in no-risk interest bearing accounts; b) review and negotiate all WHEA contracts and make recommendations to the board; c) approve all fees to be charged for services rendered; d) establishment and monitoring of the accounting system for WHEA that uses acceptable accounting standards; e) audit the WHEA books of accounting annually. The committee meets as needed or at a minimum of once a year. c. The Nominating Committee is chaired by the current president and includes the past president. The Nominating Committee has the responsibility of providing the membership with a slate of officers at the annual meeting.

Section 3. Ad-hoc Committees may be appointed by the President as required.

Section 4. Each committee shall develop and maintain policies and procedures relating to committee responsibilities and operations.

Section 5. At meetings of the Board of Directors, each Committee Chair or his/her representative shall furnish the association Secretary, or person designated, a report of committee activities which may include: • Meeting schedules • Minutes of committee meetings • Committee sponsored or directed activities • Committee expenditures.

ARTICLE XII

Assessments

Section 1. State association An annual per capita fee determined by a majority vote of full members at the annual meeting will be assessed each chapter. The annual assessment for each full and associate member will be determined by printing the chapter roster from the WHEAnet website on February 28th. The printed roster will determine the Chapter’s invoice and shall accompany the Chapter’s assessment payment. This assessment is payable to the state association Treasurer by March 31st of each year.

Section 2. Association Chapters d. Each chapter may assess dues upon its membership to finance the state association per capita assessment, chapter operating expense, and educational and social activities. Dues assessed shall be reasonable and sufficient to cover the cost of chapter activities. If the Chapter Treasury shows a substantial surplus in consecutive years, consideration should be given to a reduction in dues. e. Each chapter shall conduct financial operations in accordance with sound fiscal policies. The chapter shall not incur excess debt. If the chapter treasury balance is insufficient to cover operating expense, a special assessment may be made of the membership.

ARTICLE XIII

Expulsions

Section 1. The Board of Directors may expel any member who does not comply with these bylaws or whose conduct is detrimental to this association.

Section 2. Before the Board of Directors can expel a member, written charges shall be filed with the Board of Directors. The Secretary shall furnish the member a copy of the charges and a notice of the time and place where the Board will conduct a hearing so that the member may appear before the Board and answer charges and present evidence in his or her defense. After the hearing, the Board of Directors shall determine whether the member shall be expelled. The vote to expel a member must be by a 2/3 majority. The decision of the Board shall be final.

ARTICLE XIV

Amendments

Section 1. Changes to these bylaws may be drafted by the WHEA Board of Directors or by such committee as appointed by the state association President.

Section 2. These bylaws may be altered, amended, or repealed by a simple majority vote of Full Members present at the annual meeting or by ballots mailed to all voting members. In the latter case, 60 days shall be allowed for the return of ballots and a simple majority of the returned ballots will be required for adoption.

Section 3. The state association President and Secretary will sign and date adopted bylaws.

Section 4. A record of Amendments and Revisions to these bylaws shall become a part of these bylaws as a final enclosure to them listing amendments and revisions and the effective date.

ARTICLE XV

Chapter Responsibilities

Section 1. Chapter bylaws a. Each chapter shall adopt bylaws to govern its procedures and operation. b. The state association bylaws set minimum standards that apply to all chapters of the association. c. No chapter bylaw shall conflict with the state association bylaws. d. Each chapter shall include in its bylaws a plan approved by the Board of Directors for disposition of any surplus funds in the event of the chapter’s becoming inactive. Funds disbursed under these circumstances shall not benefit any individual members and shall be in accordance with Chapter 181 of the Wisconsin Statutes. e. Chapter bylaws will be signed by the Chapter President and Secretary. f. Chapter bylaws shall state that the chapter holds the State association harmless from and agrees to indemnify and defend the State association against any claims arising out of the actions or inactions of the chapter. g. Chapter bylaws shall be submitted to the state association Board of Directors for initial approval upon becoming a chapter, and each change of these bylaws shall be submitted to the state Board of Directors for approval. The state Board of Directors shall determine only that the chapter bylaws do not conflict with the state association bylaws. To signify that chapter bylaws are approved by the state Board of Directors, chapter bylaws will be countersigned by the state association President and Secretary

Section 2. Each chapter shall hold at least two (2) meetings per year.

Section 3. Each chapter shall furnish members to serve on state committees when requested by the state association President.

Section 4. Each Chapter Roster shall include: a. List all full and associate paid members. b. Designate members of the American Society for Healthcare Engineering (ASHE). c. List chapter officers for the current year. d. Designate retired, life, honorary, and associate members

Section 5. Each chapter shall have an active membership recruitment program.

Section 6. At meetings of the Board of Directors, each chapter shall furnish the state association Secretary or person designated a report of chapter activities which may include: a. Minutes of chapter meetings. b. Notices for chapter education programs or seminars. c. Information relating to healthcare engineering in which the chapter is actively involved, such as member appointments to local or state association committees involving the physical plant, health care, energy, etc. d. Member publications in professional or field journals. e. Individual member attendance at professional courses, programs, and seminars. f. Reports of membership program activities

Section 7. When any chapter fails to fulfill the responsibilities of this article the following action will be taken: a. The state association President will meet with chapter officers or members to attempt to resolve any problems. The President will give formal written notice at this time that the chapter has a period of fifteen (15) months to comply with provisions of these bylaws or will lose its recognition as a chapter of this association. b. The state association President will use the influence of the Presidency to bring the chapter into compliance with association bylaws. c. If the chapter is not in compliance with association bylaws after fifteen (15) months, it will no longer be recognized as a chapter of this association. Any chapter treasury funds will be disbursed in accordance with chapter bylaws. The state association assumes no liability for chapter debts. d. All effort will be made to reorganize surrounding chapters to provide members in the geographical area of a defunct chapter with association support.

WISCONSIN HEALTHCARE ENGINEERING ASSOCIATION BYLAWS (Approved September 22, 2016)

AMENDMENTS & REVISIONS

September 1985: Complete revision of bylaws

September 1986:
Article IV; Section 5;
Part C; Amended
Article VI; Section 4; Amended
Article XI; Section 1; Part A; Amended

September 1988:
Article XIII;
Section 1; Amended

April 1989: Complete revision of bylaws

September 1989: Change name to Wisconsin Healthcare Engineering Association; Replace “hospital” with “healthcare” in wording where appropriate
Article VII; Section 3; Amended

August 1990: Change of Special Memberships Change of Fiscal Year

October 1990: Change of Regular Membership to Full Membership

September 1991: Changes involving Vice President, Treasurer, and Committees Pronouns changed to include both genders

September 1992: Change in Education Committee mission Change in dates for chapter rosters and state assessment

September 1993: Changes in duties of officers Composition of Nominations Committee Committee responsibilities Clarification of assessment

September 1995: Complete revision of bylaws

September 1997:
Article X; Section 1;
Amended

September 1998: Bylaws Reviewed; No Changes

September 1999
Article IV; Section 5;
Rewritten
Article IX; Section 1; d; Amended
Article IX; Section 4; Added

September 2001:
Article IV; Section 5;
Rewritten

October 2002:
Article VI; Section 1;
Revised; Section 5; Revised; Section 6; Added
Article VIII; Section 1; a; Revised; Section 1; b; Added; Section 1; c; Renumbered from b

September 2003:
Article IV; Section 4; a, b, & c;
Revised to remove separate listing of Retired, Life, and Honorary members at the end of Chapter Rosters
Article IV; Section 5; a; Revised to remove reference to “Profile Sheet” and to clarify duties of chapters for reviewing and presenting applications for appropriate action.
Article IV; Section 5; c; words added/removed for grammatical clarity.
Article IV; Section 5; e; Revised to clarify awarding of service pins
Article IV; Section 5; f & g; Added to address Membership Appreciation Plaques
Article VI; Section 1; Removed reference to two past presidents
Article VI; Section 4; Clarify election time, installation of officers and when service for officers begins
Article VIII; Section 1; a; Remove reference to two past presidents and identify Nominating Committee members Article IX; Section 1; e; Revised to remove reference to “Directory” committee and to clarify the publication of a Directory and what information it will contain
Article X; Section 1; Revised to clarify determination of membership for annual State assessment and expected date for payment by the Chapters
Article XI; Section 4; Revised to remove the requirement for chapter secretaries to send a roster to the Membership Committee annually

September 2004:
Article VII; Section 3;
Deleted “Within 1 week of receipt” for deposits in financial institution

September 2007:
Article IV; Section 2;
Revision of to whom “Full Membership” may be granted Section 3; Revision of to whom “Associate Membership” may be granted; Revise “a., b., & c.” to clarify Associate Member’s privileges and rights Section 4; Re-designate “a., b., & c.” to “b., c., & d.” to allow for insertion of new paragraph; Add new paragraph “a.”and its sub-sets regarding a new special membership recognizing those completing the MECH certification program

October 2008:
Article IV; Section 3.2.,
Correct language to clarify the intent of previous year’s changes
Article VI; Section 3.3., Add language to allow Associate Members serving as Chapter Representative to vote at Board meetings
Article IV & IX; Change name of “Membership Committee” to “Member Services Committee”

September 2009:
Article IV; Section 4; b:
Clarifies “Retired Member” definition & removes the voting restriction at the State level for both “Retired” and “Life” members.
Article VI; Section 2: Adds a “Retired Member” position to the BOD
Article VI; Section 3: Defines BOD members for voting on Association business
Article VIII; Section 3: Provides acceptance of the “Retired Member” annual nomination by multiple Board OFFICERS prior to position presentation at annual meeting.
Article IX; Section 3: Identifies a specific Committee appointed by the sitting President to determine qualifications for and nomination of a “Retired Member” for APPOINTMENT to the BOD.

September 2010:
Article I, Section 1
– Clarifies use of WHEA acronym
Article I, Section 2 & 3 – These sections are relocated from “Objectives”
Article II, Section 1 – Delete W.H.E.A. acronym
Article II, Section 1, sub b. – add “and encourage regular attendance”
Article III, Section 1 – Clarify the Board of Directors is for the State organization
Article III; Create an Executive Committee in Sect. 2 and renumber the old Sect. 2 to Sect. 3
Article IV, Section 1, begins with “Acceptance for” and clarifies that open membership at the state level is not available. Article IV, Section 2, change “granted to” to read “considered for”
Article IV, Section 2, sub a. – remove the word “Any” as unnecessary
Article IV, Section 2, sub b. – clarify qualifications of members is based on both the State and Chapter Bylaws Article IV, Section 3 – remove words “any chapter” as these are State Bylaws
Article IV, Section 3, change “granted to” to read “considered for”
Article IV, Section 3, sub a. – remove words “while not full members” as unnecessary
Article IV, Section 4, sub b. & c. – remove wording allowing only Full Members to be designated as Retired or Life members
Article IV, Section 4, sub c. – add wording requiring Life members to also meet Retired member status
Article IV, Section 5, sub c. – clarify that membership application copies be maintained at the Chapter level, not who must hold them
Article IV, Section 5, sub c. – clarify that a copy of the “processed” application be provided to the prospective applicant
Article IV, Section 5, sub g. – remove excessive wording to help clarify the process of sub g.
Article V, Section 1. – Change 3-times per year to 4-times per year for Board meetings
Article V, Section 1. – Change quorum for Board meetings to seven (7) and clarify quorum member content.
Article V, Section 1, Sub a. – creates a Standing Agenda item at Board meetings for the Executive Committee report and evaluation
Article V, Section 2 – create ability to have Teleconference and video conference meetings
Article V, Renumber remaining Sections sequentially
Article VI, Section 1. – add wording to clearly enumerate and designate positions making up “Board Officers”
Article VII, Section 1 – include wording for assignment of submittal for ASHE affiliation award
Article VIII, Section 1. & 2. – Removed “Full” where appropriate to allow ANY member to make nominations and vote in “Officer” elections
Article IX, Section 3 – relocate Resource Committee Retired board member nomination to Article VIII, Section 3, Sub b.

March 2011:
Article IV,
NEW “Conflict of Interest” article added
Article V, NEW “Indemnification” article added OLD Articles IV thru XII were renumbered to be Articles VI thru XV allowing for NEW articles above
Article VI, Section 1. – re-worded to clarify membership in State body is vetted through chapter membership
Article VI, Section 4. – Wording added to specify where (State and/or Chapter) Special Memberships exist
Article XV, Section 1. Sub d. – added wording needed to be consistent Chapter 181 of WI Statutes
Article XV, Section 1. Sub f. – Inserted NEW paragraph to “Indemnify” the State against claims out of actions or inactions of the chapters
Article XV, Section 1. Sub g. – re-lettered due to insertion of NEW Sub f. above

September 2011:
Article VI, Section 4 & Section 5
– Language revised/added to clarify “Special Memberships” and “Special Designations” (review suggested by legal counsel previously engaged)
Article VI, renumber previous Section 5 to be Section 6

September 2013:
Article V, Section 1
– added wording to be consistent with Chapter 181 of WI Statutes and allow for D&O insurance.
Article VI, Section 4. Sub b. and Sub c. – added wording to clarify eligibility for Full and Associate members to become Retired or Life Members.
Article IX, Section 1. and Section 5. – transfer responsibility for ASHE Chapter Affiliation submittals from the President to the Officer-at-Large
Article XI, Section 1. Sub c. – Change name of Education Committee to Education and Professional Development Committee.

September 2014:
Article XI, Section1
– added Co-Chairs to clarify that the President is responsible for appointing Chairpersons as well as Co-Chairpersons to all committees.

September 2016
Article XI, Section 1
– Fixed Board Committees (Executive, Finance, and Nominating Committees) moved/added to Special Committees with added committee descriptions

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