HEARTLAND bylaws

Section 1. To form a professional association of individuals interested in the advancement of biomedical technology, dedicated to better patient care.

All proceedings shall be governed by Roberts Rules of Order, or revisions thereof, in all cases in which they are not inconsistent with the bylaws.

Any individual who is involved in medical equipment maintenance or development, patient care, teaching, or research and who subscribes to the purposes of the Association, agrees to abide by its Bylaws and meets such other criteria for membership as may be established by the Executive Board, shall be eligible for membership.

Active Member: Anyone meeting the criteria for membership, whose dues are current, shall be considered an active member, and be eligible to vote, hold office, and serve on committees.

Honorary Member: Honorary members shall be those persons who have rendered distinguished or valuable assistance to the Association, and who are elected to honorary membership by a unanimous vote of the Executive Board. Honorary members shall have the right to attend meetings and shall have all privileges except the right to vote, hold office or serve on committees.

Corporate Member: Any individual that represents an institution that provides services, products or equipment to a healthcare facility, to include, contractors, vendors, consultants, distributors, and representatives of manufacturers. Corporate members shall have the right to attend meetings and advertise as such, but shall not vote, hold office, or serve on committees. Corporate members shall be recognized for their support in all newsletters published within the calendar year that dues are current

Application for membership shall be made in writing, on the form provided by the Association to the Executive Board. The Board will evaluate and approve by a simple majority vote, and the applicant will be notified of the outcome in writing.

All members other than honorary members shall pay an annual membership fee determined by the Executive Board. The membership fee for active members shall be due and payable on January 1 for the calendar year. Persons, who are not active members, joining between July 1 and December 31 shall pay one half the annual membership fee.

Active member's yearly dues will be twentyfive (25) dollars. Corporate member’s yearly dues shall be fifty (50) dollars, paid as a cash donation. Members who have not paid dues for the calendar year by December 31 shall be removed from the active membership roster.

Membership may be terminated by Executive Board if it determines that a member has violated the Bylaws of the Association, or engaged in conduct which violated the objectives of the Association or is injurious to the Association. The Executive Board may not terminate a member for such reasons without first providing the member with a written notice of the charges and a full hearing before the board.

President
Vice President
Secretary/Treasurer
Immediate Past President
Program Committee Chairman
2 Appointed Members

The elected officers shall serve on the board for the duration of their term. The appointed members shall serve for two years, with appointments terminating in alternate years.

The Board shall meet at least twice a year, at such times and places as the Board may determine. Special meetings may be called by the President or any two officers.

Notice of regular or special meetings of the Executives shall be given to each executor at least five (5) days prior to the meeting.

In the event a vacancy occurs in any office or on the board due to a change in status or otherwise, such office or directorship shall be filled in the following manner:

Vice President - The vacancy shall be filled by the Executive Board from a slate submitted by the nominating committee.

Any officer who is absent from two consecutive meetings without excuse, may be removed from office and membership of the board. Officers may be subject to reprimand, censure, suspension, or expulsion by a two thirds (2/3) vote of the Board for violating the Bylaws of the Association, misconduct or neglect of duty in office, or behavior injurious to the Association. No such action shall be taken against any officer or director until he/she is advised of specific charges (by written notice) , given a reasonable time to prepare a response, and afforded a full hearing before the Board. Officers expelled from office pursuant to this section shall be ineligible to serve as officers or directors of the Association at any future time.

The officers of the Association shall be the President, Vice President, Secretary/Treasurer and such other officers as the Board may authorize.

The President and Vice President term of one (1) year, or until their respective successors have been duly elected and installed. The Secretary/Treasurer shall hold office for a term of two (2) years, or until his successor has been duly elected and installed. Any other member filling an unexpired term for more than one-half of the term shall be considered to have served one term.

The President shall be the principal executive officer of the Association and shall have general supervision and control of all business and affairs of the association, subject to the control of the Board. The President has the power and duty to preside at all meetings of the membership and the Board, appoint all committee chairmen except as provided in these bylaws, serve as an ex-officio member of all standing committees and perform and discharge all duties incident to the office of President and such duties as may be assigned by the Board.

The Vice President shall perform the duties of the President in the absence of the President or in case of inability to act. When so acting, the vice president shall have all the powers of and be subject to all of the restrictions upon the President, and shall perform such other duties as the Board may, from time to time, specifically prescribe. The Vice-President shall succeed to the office of President upon the expiration of the President's term.

The Secretary/Treasurer shall keep in his possession a book of the minutes of the meetings of the Association and of the Board; and shall give or cause to be given notice of all meetings of the Board and of the Association in accordance with these Bylaws. The Secretary/Treasurer shall also keep in his possession the Bylaws and the membership roster, and shall supervise the maintenance of all funds and securities of the Association, and in general perform all duties incident to the office of Secretary/Treasurer and such other duties as the board may prescribe.

The non-officer Board members shall advise, assist and coordinate action plans and procedures considered by the Executive Board.

The officers of the Association shall receive no compensation for their services, but may be reimbursed for expenses approved by the Board.

The meeting of members shall be held at a time and place determined by the Executive Board for the purpose of receiving reports of committees, and transacting such other business as may come before the meeting.

Written notice of the meeting of members shall be mailed to all members at least ten (10) days prior to the meeting.

A quorum for the transaction of business at any meeting shall be a minimum of one-third of the Active membership. In the absence of a quorum the meeting will be adjourned.

Each active member present in person or by proxy shall be entitled to one vote on each matter of business brought before a meeting of members.

There will be minutes of previous meeting and Treasurer's reports presented at all regular business meetings.

An active member may designate, in writing, another active member to act as proxy for election of officers or amendment of the bylaws.

The committees of the Association shall be standing or special. With the exception of the Nominating Committee and the Executive Committee, each committee shall consist of no more than five (5) active members. The President, with approval of the Board, shall appoint a chairman for each committee. Each committee shall be subject to the control of the Board and shall perform such duties as may be assigned to it by these Bylaws or the Board. Each standing committee shall submit an annual report and any interim reports requested by the President.

Notice of regular meetings of a committee shall be given to each member of such committee at least five (5) days prior to the time and date set for the meeting. A majority of the members of the committee shall constitute a quorum at all its meetings.

With the exception of the Nominating committee, these committees may be appointed by the President with the concurrence of the Board for such special tasks as circumstances warrant. The chairman and members of the Nominating committee shall be appointed by majority vote of the Board. Special committees shall be limited to activities necessary to accomplish the task for which they were created. Upon completion of such task, the special committee shall be discharged.

The nominating committee shall prepare a list of nominees for the office of Vice President, Secretary/Treasurer. The committee may conduct business by mail, or other communication media, in addition to holding formal meetings. Additional nominations may be made from the floor at the meeting.

Two (2) judges appointed by the President shall count all ballots cast in any election. After counting the ballots, the said judges shall certify and announce the results of the election at the meeting. The candidates receiving the highest number of votes for a particular office shall be declared elected. In case of a tie vote, the winner shall be decided by a vote of the Executive Board.

The Secretary/Treasurer shall keep correct and complete books and records of its accounts, meetings, and proceedings of the Association and Board, and all valuable papers and documents of the Association. There shall be an annual audit of the financial records of the Association in such manner as directed by the Board.

All funds of the Association shall be deposited to the credit of the Association in such banks or other depositories as the Board may select.

All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Association shall be signed by the Secretary/Treasurer, and countersigned by the President of the Association or his designated representative.

The Association may join or affiliate with other national, state, and local organizations upon approval by the Active members.

Amendment or repeal, in whole or in part, of these Bylaws may be proposed in the form of a motion by an active member. Such proposal to amend the Bylaws shall then be submitted to the membership for discussion and disposition. After discussion, the proposed amendment shall be tabled until the next regular meeting which occurs after proper notification for the membership's consideration. Upon an affirmative vote of a two-thirds majority of the membership at the meeting (including write-in votes and proxies) the amendment shall be adopted and become effective upon a specific date subsequent to the date of adoption.

HBA shall disband upon a majority vote to do so, in which a quorum (as stated in article VII section 3) is present. In the event that HBA disbands, the executive board will be obligated to plan a party for all active members at the time of disbandment, using the funds in the HBA treasury. Any funds remaining after party expenses incurred, will be donated to a non-profit organization of the executive boards choice.