SHS Bylaws
Society for Health Systems of the Institute of Industrial Engineers Bylaws
ARTICLE 1 - NAME
The name of the organization shall be the Society for Health Systems of the Institute of Industrial Engineers.
ARTICLE 2 - PHILOSOPHY AND OBJECTIVES
Section 1 - Philosophy
Industrial/management engineers working within the health field need a professional society interested in and capable of providing a technical focus and a strong relationship to the industrial engineering profession. The Society for Health Systems (Society) will meet this need by carrying out the objectives listed below within the framework of the Institute of Industrial Engineers (Institute) and its constitution, bylaws and rules.
The Society is organized exclusively for charitable, scientific and educational purposes. It shall be so conducted that no part of its income and earnings shall inure to the benefit of any member, including directors and officers, or any other individual.
Section 2 - Objectives
A. To promote the art and science of industrial/management engineering as it concerns the planning, design, improvement, installation and evaluation of health care services delivery systems, and to encourage and foster research, development and publication of significant data/findings concerning health care systems.
B. To encourage the interchange of ideas among industrial/management engineers by:
1. Encouraging the preparation and publication of papers on health systems developments.
2. Organizing programs in which papers are presented and discussed and in which all members of the Society may meet and exchange experiences and technical data.
3. Cooperating with other societies, divisions, interest groups and committees within the Institute and with other professional organizations with respect to standardization, research, preparation of papers, meetings and special services, and the avoidance of duplication of effort and conflicts.
C. To identify and cooperate with other professional and technical organizations working in the area of health care systems. Cooperation with such groups will be promoted and encouraged.
D. To encourage industrial/management engineers who are practicing in health care and who are not members of the Institute to join the Institute and/or the Society.
E. To direct attention to outstanding engineering achievements in the field of health care systems and to recommend suitable recognition for such achievements.
F. To provide recognition of the professional advancement and achievement of its members.
G. To enhance the exchange of information of employment opportunities for management systems professions in the health care field.
H. To provide each member access to a roster of all members of the Society to facilitate networking.
I. To provide speakers for Institute Professional and University chapter meetings and for regional conferences.
J. To provide access to an SHS Web site that contains useful information for members about the profession and has links to other useful websites.
ARTICLE 3 - POWERS
A. The Society shall have the power to recommend policies within its area of interest to the board of trustees of the Institute. Recommendations shall be forwarded to the board of trustees of the Institute upon a majority vote of the board of directors of the Society (Board), or by a two-thirds vote of the members present and voting at an authorized meeting.
B. The Society shall have the power to review and comment on policies that are proposed by other bodies within the Institute structure.
C. The Society shall have the power to issue statements through the regular channels of the Institute.
D. The Society shall have the power to conduct educational and informational programs for its members.
E. The Society shall have the power to publish educational and informational material in whatever medium (print, audio or video tape, film, electronic, etc.), is best suited, subject to the policies of the Institute.
F. The Society shall have the power to establish criteria for regular, special and/or honorary membership status.
G. The Society shall have the power to levy dues and fees in addition to those dues and fees established by the Institute.
H. The Society shall have the power to recommend contracts, but only the Institute shall have the power to sign contracts.
ARTICLE 4 - MEMBERSHIP
Section 1 - Eligibility
All individuals who are interested in health care management systems, are eligible to join the Society.
Section 2 - Establishment of Membership
Membership in the Society shall become effective upon receipt of a completed formal application, approval by the Institute and the receipt of the designated dues payment.
Section 3 - Types of Membership
A. All accepted applications for membership will automatically be assigned appropriate membership status in accordance with the Institute requirements. Society members may elect to upgrade their Institute membership by satisfying the Institute requirements and completing the appropriate forms.
B. The Society shall have the following membership categories:
1. Regular (Voting) Members
(a) Members
(b) SHS Diplomates. SHS Diplomate is the highest regular membership grade, and is not to be confused with Fellow status in the Institute. Society members may advance to Diplomate by meeting criteria approved by the Board and the Institute.
(c) Life Members. Life members shall meet the same requirements as a Life Member of the Institute. This status is granted upon application in writing to the Board, and with Board approval. Life members are exempt from payment of Society dues. The term shall not be construed as establishing a separate grade of membership.
2. Special (Non-voting) Members. Special members receive all benefits of regular members except they are not eligible to be a member of the Board.
(a) Student. Student membership shall be given to any individual who is pursuing an undergraduate or graduate degree on a full-time basis, and who applies in writing.
(b) Honorary Members. Honorary members are individuals who have been of great service to the field or the Society, and whom the Board desires to recognize. Honorary members may be selected from time to time by a majority vote of the Board.
3. SHS-only Members. Members who belong only to SHS and not to the Institute are not eligible to be a member of any Institute Boards and cannot vote in any Institute elections.
Section 4 - Transfer of Membership
Membership shall not be transferable to another person.
Section 5 - Termination of Membership
A. Resignation. A member may, at any time, resign from the Society, by written notification to the Board. The resignation is effective on the date the notification is received.
B. Action of the Board. The Board may suspend or expel any member for just cause by following the Constitution and Bylaws of the Institute.
C. Nonpayment of Dues. Membership shall be terminated for nonpayment of dues if the dues have not been received by the due date.
ARTICLE 5 - DUES
A. The annual dues for membership in the Society will be comprised of the dues specified in the Constitution and Bylaws of the Institute, plus any additional dues recommended by the board of directors of the Society to help defray the cost of operating the Society, and approved by the Institute Board of Trustees.
B. Dues for special members shall be recommended by the Board and approved the Institute Board of Trustees.
C. Disposition of dues. All dues paid to the Society and the Institute shall become the property of the Institute, which shall allocate operating funds to the Society upon presentation and approval of an annual budget. No portion of the dues paid by any member shall be refundable, regardless of the reason the membership is terminated.
ARTICLE 6 - PUBLICATIONS
A. The publication of articles, books, journals, and similar materials shall be subject to Institute publication policy.
B. The Society shall publish reports of its periodic meetings, circulate a newsletter and disseminate other materials to keep its members informed of events, studies, conferences, papers and educational and social opportunities related to the field of health systems.
ARTICLE 7 - MEMBERSHIP MEETINGS
A. Meetings. The Society shall conduct an annual business meeting of the membership and shall conduct special meetings of the membership as required. Membership meetings shall include meetings held by mail or electronic means, and shall include balloting.
B. Notice of meetings. The President shall provide appropriate notification to the membership by mail or electronic means of the annual business meeting and all special meetings at least two weeks in advance.
C. Conduct of meetings. The annual business meeting and all special meetings of the Society shall be conducted in accordance with Robert's Rules of Order except when such rules are in conflict with the Bylaws of the Society or the Institute.
D. Annual Business Meeting. The annual business meeting shall be held at a time to be determined by the Board. The following items shall appear on the agenda for the annual business meeting:
1. Report of Officers and Directors
2. Announcement of New Appointments
3. Appointment of the Nominating Committee
4. Financial Report
5. Reports of Committee Chairpersons
6. Old and New Business
E. Quorum. A quorum at the annual business meeting, or a special meeting, shall be 20 regular members of the Society.
F. Voting
1. Eligible voters. Only regular members shall have the right to vote. There will be no proxy votes.
2. Margin for victory. Except as otherwise noted, all matters shall be settled by a simple majority of those voting in assembly, or in the case of a mail or electronic ballot, a simple majority of valid ballots returned.
3. Mail balloting procedure. Mail voting shall require the use of first class mail. Members shall have a period of not less than 30 days from the time of the mailing of the ballots until the stated end of the balloting period to return their ballots. All valid returned ballots received by the stated end of the balloting period shall be counted.
4. Web based balloting is acceptable provided the members are given at least 14 days to vote.
ARTICLE 8 - BOARD AND OFFICERS
Section 1 - Eligibility
A. Only regular and SHS-only members of the Society shall be eligible to serve as members of the Board.
B. Only current or prior members of the Board and current members of the Institute shall be eligible to serve as president-elect and president.
Section 2 - Composition of the Board
The Board shall consist of 10 members including the officers, immediate past president and six directors.
Section 3 - Functions, Powers and Responsibilities
A. The Board shall recommend to the Institute policies for governing the Society.
B. The Board shall interpret and execute all Institute policies.
C. The Board shall have the responsibility to develop plans and programs, establish committees and task forces to implement Society plans, and review and monitor the efforts of those individuals, committees and task forces working on Society-related activities.
D. The Board shall establish the date, time and location of the annual business meeting of the membership as well as other meetings, programs and conferences to accomplish the Society's program goals.
E. The Board shall establish an annual budget consistent with the Society's goals, objectives and resources.
F. The Board shall have the power to make all decisions and take all actions not specifically assigned to some other organization or person, or prohibited by the Society's, or the Institute's, Constitution or Bylaws.
G. The actions of the Board shall at all times be in conformity with the Constitution and Bylaws of the Institute.
Section 4 - Officers
The officers of the Society shall be the President and President-Elect. The President-Elect shall be elected by the membership of the Society. The President-Elect shall normally become President automatically at the end of his/her term as President-Elect.
Section 5 - Duties of Officers, Immediate Past President, and Directors.
A. President
1. The President shall be the chairperson of the Board and shall preside at all meetings of the Board.
2. The President, with the advice of the Board, shall be the official representative of the Society in dealing with the Institute or other societies, divisions or interest groups within the Institute and with external organizations.
B. President-Elect
1. The President-Elect shall assist the President, act in the President's absence and perform the duties assigned by the President.
2. The President-Elect shall assume the duties of the President the year following his/her election to the position of President-Elect.
3. The President-Elect is responsible for reviewing and modifying, as necessary, the long range plan for the Society and for developing the business plan for his/her term of office.
4. The President-Elect, with the assistance of the Finance Committee, shall develop guidelines for the identification, development, evaluation and implementation of additional sources of revenue to the Society.
C. Secretary
1. The Secretary duties will be performed by IIE Staff.
2. The Secretary shall maintain the official minutes, proceedings, and records of the Society.
3. The Secretary shall maintain a roster of all members in good standing within the Society.
4. The Secretary shall not be considered an officer of the Society.
D. Directors and Immediate Past President
1. The Directors and Immediate Past President shall serve in the best interest of the Society as a whole.
2. The Directors and Immediate Past President shall carry out assignments as requested by the President.
Section 6 - Meetings and Procedures
A. Sited meetings. There shall be an annual meeting of the Board. The Board may meet additional times as needed to conduct Society business. In addition, the Board may confer and vote by mail or electronic means, as necessary, to transact Society business. All members of the Board, as listed in Article 8, Section 5, shall be voting members. Each member of the Board shall have one vote.
B. Quorums. A quorum for a Board meeting shall be greater than one-half of the Board. All matters shall be settled by a simple majority of those present, or casting a vote. There will be no proxy votes.
C. Electronic voting. Electronic voting shall be during a conference call or other electronic means, and each voting member shall identify him/herself prior to his/her vote.
D. Minutes. No meeting of the Board is official until minutes are prepared and approved by the Board.
Section 7 - Term of Office
A. The term of office for the President, President-Elect, and Immediate Past President shall be one year, commencing with the start of the SHS Conference following the election.
B. The President-Elect shall succeed to the presidency upon completion of the term as President-Elect, and to the position of Immediate Past President following his/her term as President.
C. The term of office of a Director shall be three years, commencing with the start of the SHS Conference following the election. Directors shall be elected on a staggered basis, with two Directors being elected each year.
Section 8 - Nominations
A. The nomination of Officers and Board members shall be conducted in the following manner:
1. The Nominating Committee shall receive and consider names from the following sources:
(a) Individual Society members
(b) The Board
(c) The Nominating Committee
2. Potential candidates shall be asked to indicate their interest in running for office.
B. Candidates for positions
1. Directors. The Nominating Committee shall nominate at least five candidates for the three open Director positions annually. The committee shall attempt to maintain a broad distribution of Board members as well as a reasonable balance between academic, industry and government representation and shall limit to two the number of Board members employed or contracted by the same organization.
2. President-Elect. The Nominating Committee shall nominate at least two candidates for President-Elect. Candidates for this position may be chosen from the current Directors, any former Directors, and Secretaries who have served in the previous five years but who have not been President during the prior six years. An individual may only serve as President-Elect twice.
Section 9 - Elections and Certification
A. Election procedure. The election of the Directors and President-Elect shall be conducted by mail or electronic means. The ballot shall provide space for a write-in candidate for each position. Each eligible member may cast one vote each for up to three director candidates and may cast one vote for one President-Elect candidate.
The three candidates for director who receive the largest number of votes shall be elected to the Board. The candidate for President-Elect who received the largest number of votes shall be elected President-Elect.
Tie votes shall be settled by a majority vote of the uninterested members of the Board.
B. Certification procedures. The President shall take whatever steps are necessary to assure that balloting is fair and equitable.
1. Ballots are to be counted by staff after the election is over.
2. The chairperson of the Nominating Committee shall review the counting procedure and certify that the count is correct in each race. Upon certification by the chairperson of the Nominating Committee, the President shall announce the election results.
Section 10 - Vacancies
Vacancies may occur through a written resignation of a member of the Board through a written notice of incapacitation that will prevent a member of the Board from completing his/her term, or upon a member of the Board being unable to carry out the board responsibilities without prior board approval.
The Board shall fill by appointment any vacancies that may occur on the Board according to the following procedures:
A. If the vacancy occurs in the office of President, the President-Elect will complete the President’s term and then serve his or her own term as President. The board will appoint a replacement President-Elect from the regular members who are eligible to become President to serve in the interim.
B. If the vacancy occurs in the office of President-Elect, the Board shall select a new President-Elect from the regular members who are eligible to become President.
C. If the vacancy occurs in a position of Director, the Board shall appoint a regular member of the Society to fill that position until the end of the fiscal year, with preference being given to the candidate in the most recent election who received the next highest number of votes. If the vacancy is in a first year director position, the position will be filled by election for the second year.
D. If the vacancy occurs in the position of Immediate Past President, it shall be filled by the next most recent Past President. If the next most recent Past President is not able to fill the position, then it shall be filled by the third most recent Past President; and so forth.
E. Should problems arise in respect to the succession procedures outlined above, the Board of Directors will decide on an appropriate succession.
Section 11 - Forfeiture of or Removal from Office
Any Board member shall automatically forfeit his/her Board membership if he/she loses eligibility for, or is expelled from, membership in the Society pursuant to Article 4, Section 5. Any Board member is subject to removal from his/her Board membership pursuant to Article 8, Section 12.
Section 12 - Ethical Issues
Each officer, director or nominee shall make a written disclosure of any interest that might result in a conflict of interest upon nomination to office, before appointment to fill a vacancy on the Board and annually during the term of office. During their terms of office, directors and officers shall promptly make full disclosure to the Board of any existing or new employment, activity, investment or other interest that might involve obligations that may adversely compete with, or be in conflict with, the interest of the Society.
ARTICLE 9 - COMMITTEES
Section 1 - Standing Committees and Positions
The standing committees are the Nominating Committee, the Finance Committee, the Conference Committee, Communications Committee, and Student Committee. Standing positions are the Vendor Liaison and Treasurer.
The incoming President shall appoint the chairperson of the standing committees with Board approval, unless otherwise provided by the bylaws. Chairpersons shall serve for one year, and may be re-appointed. The incoming President shall have the power to appoint committee members, but may delegate such power to the chairperson, if the membership is not determined by the bylaws. Members of standing committees also have serve one -year terms, and may be re-appointed.
The Incoming President shall also appoint the standing positions with board approval. Standing positions serve for one year and may be re-appointed.
Members of the Board are eligible to be members or Chairpersons of committees.
A. Nominating Committee. The Nominating Committee shall be composed of the five most recent past Presidents who are members of the Society. The most recent past President shall serve as the chairperson of the committee.
B. Finance Committee.
1. The Finance Committee shall:
(a) Prepare and present to the Board all budgets related to Society activities, products and services.
(b) Prepare and maintain all longitudinal data on Society financial performances.
(c) Develop and recommend financial policies for the Society.
(d) Develop and analyze financial projections.
(e) Develop and recommend long range fiscal policies.
2. The Finance Committee shall consist of, at least, the Treasurer, the Society President-Elect, the President and/or Immediate Past President, the Institute's Senior Vice-President of Technical Operations and the Society staff leader. The Society President-Elect shall be chairperson, and the Institute’s Senior Vice-President of Technical Operations and the Society staff leader shall be a non-voting members.
C. Conference Committee. The conference committee shall exist to develop the annual SHS conference. The committee shall be comprised of a chairperson, a co-chairperson chosen from the SHS member volunteers, and as many track coordinators, paper reviewers and other volunteers as the chairperson deems necessary to accomplish the goals of the committee. The co-chairperson is expected to assume the role of chairperson the following year. Society staff leader may also be a non-voting member of the committee. The chairperson will be a non-voting ex-officio member of the Board.
D. Communications Committee. The communications committee shall exist to facilitate communications with SHS members. Communication messages may include Society news, events, and industry updates. The committee may also provide a forum to publish papers, posters and proceedings, tools and techniques, and other items that would be of benefit to SHS members. Communication vehicles may include mailings, e-mail, the SHS Web site, newsletters and others. The committee shall be comprised of a Board liaison, a chairperson chosen from SHS member volunteers, and as many volunteers as the chairperson and liaison deem necessary to accomplish the goals of the committee. Society staff leader may also be a non-voting member of the committee.
E. Student Committee. The student committee shall exist to pursue activities that will be of benefit to students and encourage them to become active healthcare professionals and participating SHS members. The committee shall be comprised of a Board liaison, a chairperson chosen from SHS member volunteers, and as many volunteers as the chairperson and liaison deem necessary to accomplish the goals of the committee. Society staff leader may also be a non-voting member of the committee.
F. Vendor Liaison. The vendor liaison shall exist to contact companies to exhibit and/or provide sponsorship at the annual SHS conference. Additionally, if possible, the vendor liaison will find other mutually beneficial means of leveraging vendors and exposing members to available products and services, throughout the year. The vendor liaison will be a non-voting ex-officio member of the Board.
Section 2 - Special Committees
The President may appoint from time to time, special committees for purposes compatible with the objectives of the Society.
ARTICLE 10 - AMENDMENTS
These bylaws may be altered or amended by completion of the following steps:
1. A written petition containing the amendments shall be signed by either ten percent or more regular members of the Society or by a majority of the Board.
2. The petition shall receive an affirmative mail or electronic vote from at least two-thirds of the regular members voting on the petition.
3. The petition shall be approved by the Institute.
ARTICLE 11 - REVIEW OF BYLAWS
The President shall appoint an ad hoc committee to review the current bylaws within three years following the approval of the last revision. A record of all revisions to the bylaws, including the effective dates, shall be maintained by the Secretary.
ARTICLE 12 - USE OF THE SOCIETY NAME
A. Society stationery shall be used by Board members, committee Chairperson and staff for authorized Society business and projects exclusively. Use of the stationery to endorse, foster, or criticize any commercial product, vendors, services, or to express personal views about legislative issues is prohibited.
B. Upon completion of official terms of office, Board members and committee Chairperson shall discontinue the use of Society stationery immediately. The same rule shall apply to support staff upon termination of their support to the Society, or their employment by the Society or the Institute.
ARTICLE 13 - LEGAL ACTIONS
If the Society, or any of its subsidiary organizations, becomes involved in, or is about to be involved in legal action before any court of law, the Society President shall consult with the Institute Board of Trustees through the Executive Director of the Institute.
Revised April 21, 2010