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HEALTHCARE FACILITIES MANAGEMENT SOCIETY OF NEW JERSEY

CONSTITUTION

CONSTITUTION AND BYLAWS WERE APPROVED BY THE MEMBERSHIP
ON OCTOBER 20, 2011

ARTICLE I

Section 1. This Association shall be known as the Healthcare Facilities Management Society of New Jersey.

ARTICLE II

Section 1. The object of this Association shall be:

(A) To educate,

(B) To raise the standard of Healthcare Facilities Management,

(C) To act as a resource to resolve facilities problems as they affect the members,

(D) To aid in the formulation of laws and codes affecting Healthcare Facilities

ARTICLE III

Section 1. MEMBERSHIP

a. Regular Member - This level of membership in the Society shall be available to individuals who are actively employed in a facility management capacity or in operational functions at a Health Care Facility or private institution. Members in this category are eligible to vote and hold office. Individuals having served as President of this organization can maintain Regular membership status providing they pay the appropriate dues independent of their employment situation.

b. Professional - This level of membership in the Society shall be available to those professionals who provide design services to the facilities management staff of a healthcare institution. Such individuals are identified as licensed architects, licensed engineers and other licensed professional consultants whose firm(s) actively support architects and engineers in healthcare design. Individuals in this category are eligible to vote and hold office as Secretary and Treasurer. At the discretion of the Executive Committee, limitations may be placed on the numbers of this category of member to insure a proper balance of membership.

c. Professional Associate - This level of membership in the Society shall be available to those who provide facilities related support services to healthcare institutions and whose membership would be of benefit to the organization. Individuals in this category are eligible to vote and hold office as Secretary and Treasurer. At the discretion of the Executive Committee, limitations may be placed on the numbers of this category of member to insure a proper balance of membership.

d. Honorary Member - Individuals in this category may be elected by a majority vote at a regular business meeting. Honorary members should be contributors to the healthcare facilities management field. Members in this category are NOT eligible to vote or hold office.

e. Retired Member - Any member in good standing who retires from healthcare employment and does not continue in any capacity in facilities management may retain membership. This member will have voting privileges and can hold office as Secretary or Treasurer. Annually, members in this category shall not be assessed a membership fee but will be responsible for any associated costs of the Society to conduct business such as monthly meetings, special events and the like.

Section 2. MEMBERSHIP DUES

a. An applicant upon submittal of an application along with the $60.00 initiation fee and one (1) year's dues shall be eligible for acceptance into the Society. The applicant's name will not be presented or voted upon for membership unless he is present at the meeting. A majority vote of those members present is required for acceptance.

b. A member who has been removed from membership for non-payment of dues may be reinstated within one (1) year upon payment of all back dues. After one year of being removed from the active roles, they must pay the initiation fee and one year's dues.

c. For each calendar year, dues are payable in January of that year. A member is in arrears if dues are not paid by March of that calendar year. A member will be removed from the active membership list on April 15th if dues are not paid. New members paying dues after the September meeting in a calendar year will have been considered dues paid for the following year.

Section 3. RECLASSIFICATION OF MEMBERSHIP

Members who change employment affiliation so that reclassification of membership type is required, shall retain and have their membership changed to the appropriate membership type during the full term for which dues have been paid with no dues adjustments during the reclassification year.

Section 4. TRANSFER OF MEMBERSHIP

Membership in the Society is personal and cannot be transferred between individuals.

ARTICLE IV

Section 1. MEETINGS

a. The organization shall ordinarily meet officially eight (8) times each year. In addition, the organization may conduct two special functions each year. The organization may cancel a regular scheduled meeting or special event by notifying the membership by phone, e-mail or other media source. Conditions causing cancellation would include severe weather conditions and other natural or man-made disasters, which are beyond the society's control. A cancelled meeting or event shall not be required to be rescheduled. No regular meeting will be scheduled in July, August and December.

b. Regularly scheduled meetings will be held the third Thursday of each month in which a meeting is scheduled to be held.

c. The annual meeting of this Society shall be the third Thursday in October. This is a regular meeting.

d. Any quorum for regular or special meeting of this Society must consist of at least six (6) Regular members and not less than ten (10) total members.

ARTICLE V

Section 1. OFFICERS AND TRUSTEES

a. The officers of this Society shall be a President, President Elect, Secretary and Treasurer.

b. To be eligible for any of the four elected offices, the individual must be in good standing (dues paid) of both HFMSNJ and the American Society for Healthcare Engineering (ASHE) and maintain that status throughout the term in office.

c. Only members in good standing and employed at a healthcare institution may hold office of President and President-elect.

d. Officers shall not hold more than one (1) elected office simultaneously with the Society.

e. The three most recent Past-Presidents shall constitute the Trustees of the Society. In the event that a Past President cannot serve as Trustee, no substitution shall be made.

f. Eligible members of the organization who are present shall elect the officers, at the Annual meeting.

Section 2. SUCCESSION AND TERMS OF OFFICE

a. The President-elect shall automatically succeed the President who leaves office at the end of his term or for any other reason and then the vacant President-elect position will be filled in accordance with these Constitution and Bylaws.

b. The office of President-elect shall be elected for a period of one, 2-year term or until their successor has been elected and qualified.

c. The office of Secretary and Treasurer shall be elected for a period of one, 1-year term or until their successor has been elected and qualified.

d. All terms expire on the December 31 of the appropriate year.

Section 3. METHOD OF FILLING VACANT ELECTED OFFICERS

In the event an elected office becomes vacant and no other method is defined in these Constitution and Bylaws as a means of replacement, the following methods shall be adhered to:

a. President - upon departure, the position will be filled by the President-elect and he shall serve out the remaining portion of the current year. He shall also serve the full term for which he has been elected.

b. President-elect - in the event this position becomes vacant before the end of the normal term, it shall be handled as follows:
- The Nominating Committee will bring forth a qualified candidate to fill the vacant position and present the name to the general membership to be voted on to complete the remainder of the term.

c. If both the President and President-elect positions are vacant before the end of the term, it shall be handled as follows:

- The Nominating Committee will bring forth qualified candidates to fill the vacant positions and present the names to the general membership to be voted on to complete the remainder of the terms.

d. If either the Secretary or Treasurer or both positions become vacant, the Nominating Committee will present qualified candidates to the general membership to be voted on to complete the remainder of the term.

ARTICLE VI

Section 1. APPOINTMENTS

The president shall appoint the following committees:

(a) Educational Committee

(b) Membership Committee

(c) Auditing Committee

(d) Newsletter Committee

(e) Advocacy Committee

(f) ASHE liaison

(g) Nominating Committee

Section 2. The President may appoint any other committee that he deems necessary to conduct the business and/or activities of the Society. Such appointments are to be announced to the membership at the next regular membership meeting after the appointment is made.

Section 3. The President shall appoint two (2) members and one alternate per year to the Engineering Advisory Board of the New Jersey Hospital Association. The length of the appointment shall be for three (3) years.

ARTICLE VII

Section 1. EXECUTIVE COMMITTEE

a. The Executive Committee shall be chaired by the President and shall consist of the Officers, Trustees and the Committee Chairmen. The President may add any specific individual he feels may add to the function of the Executive Committee and the organization.

b. The dues of the Society shall be determined by the Executive Committee annually, and shall be presented to the membership at the annual meeting as information for the upcoming year.

c. A quorum for Executive Committee meetings will be two of the four officers plus one (1) of the Trustees plus any two of the remaining appointed members of the Executive Committee. (Minimum five (5) people).

ARTICLE VIII

Section 1. DISCRIMINATION

Membership in this Society shall not be denied to any person due to age, sex, color, creed or national origin.

Section 2. DEFINITIONS

1. The term "he/his" also means "she/hers" in these constitution and bylaws.

2. The term "chairman/chairmen" also means "chairperson/chairpersons" in these constitution and bylaws.

3. A "member in good standing" is defined as a member, whose dues and other financial society commitments are paid, attends meetings, or participates in committees, or supports other society events.

ARTICLE IX

Section 1. SOCIETY RECOGNITION

a. This Society is recognized by the State of New Jersey as a Non Profit Organization under filing 0100613683.

b. The Society is recognized by the U.S. Government as Non Profit under ID # 22-3382315.

ARTICLE X

Section 1. CONSTITUTIONAL AMENDMENTS

This Constitution may be amended by a two-thirds vote of the members present at any regular or specialmeeting of the Society provided that the members have been notified of the meeting and the proposedchanges. The proposed amendment must be read to the membership at a meeting prior to the nextscheduled meeting when the votes will be taken.

HEALTHCARE FACILITIES MANAGEMENT SOCIETY OF NEW JERSEY

BYLAWS

CONSTITUTION AND BYLAWS WERE APPROVED BY THE MEMBERSHIP
ON OCTOBER 20, 2011

ARTICLE I

DUTIES OF OFFICERS

Section 1. It shall be the duty of the President to preside at official meetings and enforce due observance of the Constitution and Bylaws and to perform such other duties as pertain to this office.

Section 2. The President-elect shall complete any term remaining in the event the President is unable to complete the current year. In the temporary absence of the President, the President-elect shall act and be vested with the duties of the President. He shall also act as Education Committee Chairperson.

Section 3. The Secretary shall keep and transmit a record of all business transactions of the meetings and shall issue all notices of meetings and other business of the Society. Additionally, he shall be responsible for assisting in the coordination of the meeting site as well as selection of menus.

Section 4. The Treasurer's duty shall be that of handling the funds pertaining to the Society. He shall pay out funds only after having received and verified receipts for expenditures of the Society. Expenditures will be reported to the general membership at each formal meeting. He shall prepare the annual dues notices for all current members and mail by October 15th of the current year. The Treasurer will also prepare a membership status census after the November meeting for the Executive Committee meeting in December to aid the incoming board in budgeting and setting guidelines for the coming year.

ARTICLE II

TERMS OF OFFICE

Section 1. The President and President-elect may serve (one) 2-year term in each position. After serving (one) 2-year term, 2 years must pass before being eligible to the same office.

Section 2. The Secretary and Treasurer may be elected to unlimited consecutive 1-year terms.

Section 3. The President-elect shall not be required to run for the office of President upon the conclusion of the sitting President's term in office.

Section 4. Under no circumstances shall the President-elect serve as President for more than the remainder of the sitting President's current year plus one term as President except as defined in Article 2, Section 1.

ARTICLE III

SUCCESSION

For immediate operations and situations beyond those duties covered in Article 2, the line of succession shall be:

President

President-elect

Immediate Past President (Junior Trustee) if available

Immediate Past President (Middle Trustee) if available

Immediate Past President (Senior Trustee) if available

ARTICLE IV

DUTIES OF COMMITTEES

Section 1. Committees of the Society are expected to operate within the following guidelines:

a. Committees will establish an annual agenda or operating goals.

b. Committees will report in writing at each regular meeting.

c. The report will be rendered by the chairman and will be verbal with written and electronic copy for the Secretary's use.

d. In the absence of the chairman, an alternate will present the report.

e. In the event no one from the committee is available to present the report, a written and electronic copy of the report will be provided to the Secretary in advance to read into the minutes.

ARTICLE V

ORDER OF BUSINESS

Section 1. The President or his designee shall determine the order of business of all business meetings. The agenda should contain sufficient items to reflect the Society's operations.

Section 2. At meetings other than the above, the chair shall determine the order of business.

ARTICLE VI

ABANDONMENT OF OFFICE

Section 1. Unexcused absences by any officer for three (3) consecutive meetings may cause his position to be declared vacant by a two-third affirmative vote of the Executive Committee and a successor elected at the next meeting, and the vacancy filled in accordance with these Constitution and Bylaws.

Section 2. Should the President or President-elect leave the health care Facilities Management field voluntarily, they shall resign their office within ninety (90) days and their position shall be filled in accordance with these Constitution and Bylaws.

Section 3. Should the President or President-elect leave the health care field involuntarily, they shall be allowed a period of one hundred-eighty (180) days to secure a position in the healthcare facilities management field. In the event re-employment is not attained during this time frame, the President or President-elect shall resign their office and their positions filled in accordance with these Constitution and Bylaws.

ARTICLE VII

EXPULSIONS

Section 1. The Executive Committee, upon the recommendation of the President, may expel any member or guest who does not comply with these Constitution and Bylaws or whose conduct is detrimental to this Chapter.

Section 2. The Executive Committee reserves the right to recommend and call for a general membership vote for the removal of any elected officer from office who does not comply with these Constitution and Bylaws or whose conduct is detrimental to the organization.

Section 3. The Executive Committee reserves the right to limit the number of visits non-member guests can make to Society meetings in a calendar year.

ARTICLE VIII

GOVERNANCE

Section 1. All parliamentary business not covered by this Constitution and Bylaws shall be governed by the corporate law of the State of New Jersey and then by the Robert's Rules of Order.

ARTICLE IX

BYLAWS AMENDMENTS

Section 1. These Bylaws may be amended by a two-thirds vote of the members present at any regular or

special meeting of the Society provided that the members have been notified of the meeting and the proposed changes. The proposed amendment must be read to the membership at a meeting prior to the next scheduled meeting when the votes will be taken.

ARTICLE X

DISSOLUTION

Section 1. The Healthcare Facilities Management Society of New Jersey may be dissolved by a vote of two-thirds of the members present at a Special Meeting called for that purpose. Upon dissolution of the Corporation, the Executive Committee shall pay or make provision for the payment of all liabilities of the Corporation. They shall dispose of all assets of the Corporation to an organization operated for charitable, educational or scientific purposes. No individual shall be entitled to share in the distribution of any of its assets.