HOME CARE
ASSOCIATION OF FLORIDA
Articles and By-Laws
To be the foremost resource and advocate for Florida's home care
industry and the patients it serves.
As the voice for home care, our mission is to
advance the interest and meet the needs of our members, enabling them to
provide the highest quality and most cost-effective services throughout
Florida.
ARTICLE I § NAME
The
Corporation is a not-for-profit trade association known as Associated Home
Health Industries of Florida, Inc. d/b/a Home Care Association of Florida. (hereinafter referred to as HCAF).
ARTICLE II § PURPOSE
The purposes
of HCAF are to:
1.
maintain a united voice to
preserve the service and educational standards necessary to deliver cost
effective, high quality home and community health services; and
2.
provide to our members, in a
timely fashion, complete factual information; well-designed, comprehensive
management tools; and detailed
assessments and analyses of future trends in a collaborative, participatory
organizational structure that synergistically combines the efforts and talents
of member volunteers and professional staff.
ARTICLE III § STRUCTURE & MEMBERSHIP
Section 1 § STRUCTURE
HCAF is
comprised of eleven (11) districts which geographically parallel the State of
Florida Health Planning Districts.
Section 2 § DUES
Dues of
Regular Members, Individual Members and Associate Members are set by the Board
of directors
Section 3 § MEMBERSHIP
Regular Members in HCAF shall be
Individual
Members in HCAF shall be employees of
Associate
Members are not
Membership is
attained when a completed HCAF membership application and dues payment is
received.
Each Regular
and Associate Member is allowed one vote.
A chain organization, or a corporation, with more than one licensed home
health agency office, home infusion therapy office, licensed nurse registry
office or durable medical equipment dealer office in an HCAF district is
encouraged to join all of its offices in the HCAF district. If only one of its offices is joined, it must
be its largest revenue producing office in the HCAF district.
Fairness
requires that HCAF members shall not furnish non-members with HCAF copyrighted
materials. A violation of this
prohibition is grounds for membership cancellation by the Board pursuant to
Section 4 below.
Advisory
Membership
is reserved for non-voting members of the Board who are individuals or
organizations of recognized professional stature within the general health care
industry. These individuals are given gratuitous membership, upon approval of
the Board.
Honorary
Membership is given to former HCAF members who
have made a significant contribution to HCAF and the home health care
industry. They receive a gratuitous,
lifetime membership, upon approval of the Board.
Section 4 § MEMBERSHIP
CANCELLATION/RE-ADMISSION
The Board of
Directors may cancel membership for delinquent dues which exceed ninety (90)
days, or in the event it determines that the member no longer meets HCAF
membership criteria. A member may cancel
its membership with a written notice sent to the administrative office of HCAF.
Any Regular
Member, or Associate Member, which is in arrears with its dues and which
voluntarily cancels its membership, or who has its membership canceled by HCAF,
is obligated to pay the dues applicable for that period of time during which it
was in arrears even though its membership has been canceled.
Past members
who wish to rejoin HCAF may do so, providing they satisfy any and all dues in
arrears from their previous membership.
Section 5 § LIABILITY OF MEMBERS
In accordance
with non-profit corporation laws, no member of HCAF shall be personally liable
of any debts or obligations of HCAF by virtue of their being members of HCAF.
Section 6 § FISCAL YEAR
The fiscal
year of HCAF begins July 1, and ends June 30.
ARTICLE IV § BOARD OF DIRECTORS
Section 1 § BOARD OF DIRECTORS
There are a maximum of nineteen (19) directors; one
from each of HCAF’s eleven (11) districts, elected by majority vote of the
licensed home health agency members of the district at least thirty (30) days prior
to the annual meeting; four (4) officers of HCAF elected at the annual meeting
by majority vote of the general membership, or upon receiving prior approval
from the Board, the four (4) offices shall be elected through a ballot vote as
set forth in Article IX, [mail ballot
procedures] and mailed 45 days prior to the annual meeting; one (1) member
elected by the home infusion therapy company members at least thirty (30) days
prior to the annual meeting; one (1) member elected by the licensed nurse
registry members at least thirty (30) days prior to the annual meeting, one (1)
member elected by the durable medical equipment dealers at least thirty (30)
days prior to the annual meeting; one (1) member elected by the Associate
members at least thirty (30) days prior to the annual meeting; one (1) member
elected by the private funded members at least thirty (30) days prior to the
annual meeting. These last five Board members are elected when their respective
constituencies number at least twenty members.
Members of the board take their seats at the annual general membership
meeting following their election. In the event the scheduled season for the
general membership meeting is changed by amendment to these bylaws, the Board
may approve a schedule for elections and Board member replacement that
effectively implements the new schedule.
Each member of
the Board shall be an owner, or a corporate representative, of a Florida
licensed home health agency, home infusion therapy company, licensed nurse registry,
durable medical equipment dealer or associate member, as applicable, which is
an HCAF member in good standing.
Each elected
director serves one two (2) year term and may be elected to serve a second two
year term. An elected director may not
serve more than two (2) consecutive full two (2) year terms; provided, however,
that if there are no nominess to run for election the elected director may
continue to serve past the two term limit.
Even numbered district directors, the home infusion therapy companies’
representative and the Associate Members’ representative are elected in even
years; odd numbered district directors and the licensed nurse registry and
durable medical equipment dealers members’ and private funded members’
representatives are elected in odd years.
A chain,
affiliated organization, or corporation may have no more than three members on
the Board at the same time.
Section 2 § REPLACING BOARD MEMBERS BETWEEN
TERMS
The Board, by
policy, may establish requirements for attendance at Board meetings. A director
who resigns, or is absent in violation of the attendance policy, shall be
replaced. The district director to fill
the vacancy will be elected by the applicable HCAF district. The home infusion therapy companies, licensed
nurse registry, durable medical equipment dealers, and Associate Members’
representatives shall be elected by the members who belong to each respective
group. The replacement director shall be
elected to complete the unfinished term of the replaced director and may stand
for election for one additional consecutive term.
Section 3 § Director
Responsibilities
Directors who
are not officers:
§ Call
district meetings concerning matters of interest to their HCAF
constituencies;
§ Assist
in the recruitment of Members;
§ Attend
Board meetings, assist staff and officers at HCAF conferences and regional
meetings, volunteer to serve on at least one standing committee and serve on
task forces when requested; and
§ Participate
in HCAF membership group benefit programs wherever possible.
ARTICLE V § OFFICERS & STAFF
Section 1 § OFFICERS
Officers are
responsible to the Board of Directors and to the membership for performance of
their duties.
No one Regular
Member may have more than one (1) officer serving concurrently. There is to be no more than two (2) officers
serving from a single district. No one
may run for election for an office unless they have served as a member of the
Board of Directors within the past ten (10) years.
The officers of HCAF are
President, Vice President, Secretary and Treasurer. The President and
Vice President must be employees, or corporate representatives of, regular
members that are licensed home health agencies. Officers of the Board are
elected, for a term of two (2) years, in one of two ways, as determined each
year by the Board of Directors. In order to qualify to run for
office a candidate must have served at least two terms as a member of the Board
of Directors.
§ The officers may be elected by fifty
percent (50%) plus one of the quorum present at the general membership meeting;
or
§ The officers may be elected, by mail
ballot fax or through on-line voting, by fifty percent (50%) plus one of
the ballots returned by the due date by members eligible to vote at the
time the ballots are mailed, faxed or delivered on-line to the
members. Ballots must be mailed, faxed or delivered on-line at
least forty-five (45) days prior to the date of the general membership meeting
and all ballots, to be eligible to be counted, must be returned no later than
ten (10) days prior to the date of the general membership meeting.
An officer may
serve no more than two (2) consecutive terms.
If an officer resigns or is unable to complete the term of office the
Board of Directors will designate the officer’s replacement.
No officer may
enter into a contractual arrangement representing HCAF without prior approval
of two-thirds (2/3) of a Board quorum.
Section 2 §
DUTIES OF THE OFFICERS
President --
The President:
§ Acts
as the chief officer of HCAF and the Chairperson of the Board of Directors;
§ Presents
the annual report of HCAF to the general membership;
§ Appoints
all committee and task force chairpersons not otherwise specified by these
bylaws;
§ Appoints
committee and task force members as stated in the bylaws; and is an ex-officio
member of all task forces and committees except the nominating committee.
Vice President
-- The Vice President, in the absence of
the President, performs the duties of that office.
Secretary
-- The Secretary:
§ Keeps,
or causes to be kept, the records of the Corporation and the Corporate seal at
the principal office of the Corporation;
§ Performs
all duties incident to this office;
§ Performs
other duties assigned by the President or Board of Directors.
Treasurer
-- The Treasurer:
§ Maintains
oversight responsibility for all moneys and securities of the Association. No
disbursement is made except by HCAF
check or draft;
§ Keeps,
or causes to be kept, regular books of account;
§ Furnishes
a current financial report at each Board meeting;
§ Oversees
an annual audit review of the financial records by a person designated by the
Board. Copies of the audit results will
be available to the membership for review;
§ Performs
all duties incident to this office;
§ Performs
other duties that may be assigned by the President or Board of Directors.
Section 3 § STAFF
Executive
Director -- The Board of Directors approves the
job description and requirements for employment and is responsible for the
supervision, direction, and annual evaluation of the Executive Director. The Board of Directors establishes the salary
level and approves the expense account of the Executive Director.
The Executive
Director is an ex-officio member of all task forces and committees, except the
nominating committee, but has no voting rights.
Deputy Director -- The Deputy Director:
§ Answers
to the President and the Executive Director. The President and the Executive
Director are responsible for the supervision, direction, and annual evaluation
of the Deputy Director;
§ The
Deputy Director is not a member of any committee;
§ Functions
as executive secretary, coordinator for HCAF’s day-to-day business and as the
recorder for all Board meetings.
Professional staff can sign contracts with the
President's approval when no association financial obligation is involved. No
professional staff or employee of HCAF may enter into contractual arrangements
representing HCAF when financial obligation is involved without prior approval
of the Board of Directors.
ARTICLE VI § COMMITTEES
Section 1 § STANDING COMMITTEES
There are
eight (8) standing committees, all of which are open to members in good
standing. The President may assign specific tasks, not mentioned below, to the
appropriate committee at any time.
1. All Hazards Emergency Management Team (AHEMT) –
Consists of interested persons from the general membership. The Chair is
appointed by the President.
The missions of the committee are to:
§ Create
pro-active strategies and tactics so HCAF members are prepared to respond to
any declared hazard in an effective and timely manner;
§ Communicate
these strategies and tactics to HCAF members on an ongoing basis.
Responsibilities include facilitating:
§ Organization,
cooperation and communication among HCAF members;
§ Organization
cooperation and communication between statewide emergency response entities and
HCAF;
§ The planning,
response and recovery phases of declared hazards in the State of Florida that
affect participating agencies.
2.
Conference
/ Education Planning Committee -- Consists
of interested persons from the general membership. The chairperson is appointed by the
President. Responsibilities include:
The missions of this committee are to:
§ Fulfill the needs of the members by making quality and diverse educational opportunities available at an affordable price to as many members of the association as possible.
§ Plan, organize and conduct the annual conference so members have the opportunity to:
· Discuss the business of the association;
· Learn from their peers and from invited speakers;
· Meet each other in a relaxed and non-competitive environment.
Responsibilities
include:
§ Planning and
execution of HCAF’s meetings and activities;
§ Obtaining
from the Florida State Board of Nursing and keeping current a continuing
education provider number for the Association;
§ Writing
and maintaining protocols for required record keeping necessary to maintain the
continuing education provider number;
§ Creating
the program and arranging for the workshops for the HCAF annual meeting.
3. Finance Committee -- Consists of the Treasurer, who serves as committee Chair, the
President, three (3) board members selected by majority vote of the Board and
general members selected at large. The
Finance Committee prepares an annual budget and recommends this budget to the
Board at least thirty-five (35) days prior to the annual meeting. The final budget is subject to the approval
of the Board of Directors.
4.
Governmental
Affairs Committee – The Chair is appointed by the
President and it consists of all HCAF members interested in participating in
HCAF’s legislative and regulatory activities.
The missions of
this committee are to:
§ Ensure that there is adequate and appropriate monitoring, lobbying and oversight on state legislation and regulation that could affect HCAF members;
§ Protect the interests of HCAF members when legislation or regulations are under creation or review;
§ Assist the HCAF Political Action Committee to effectively communicate the HCAF story; and
§ Make recommendations to the board of directors regarding any government activities that could affect the industry.
Responsibilities include:
§ Reviewing
proposed bills and rule revisions that affect HCAF members;
§ Contacting
legislative decision makers, when requested to do so, in order to inform these representatives
and their staff about HCAF’s position on pending legislation;
§ Attending
fundraisers in their local area when requested to do so.
5.
Image / Public Relations
Committee – The Chair is appointed by the
President and it consists of all HCAF members interested in participating in
HCAF’s efforts to improve the image of home care in our state. Members will:
The missions of
this committee are to:
§ Promote the industry as a professional and ethical industry through public relations efforts including responding to criticisms and letters to the editor;
§ Conduct surveys on topics of interest to promote association;
§ Liaison with public relations consultant;
§ Provide oversight of HCAF communication tools, including brochures and Website;
§ Develop expertise in advertising opportunities available to home care providers; and
§ Investigate fundraising opportunities for their home care providers.
6.
Membership Committee –
Consists of HCAF interested members from the general membership.
The
missions of this committee are to:
§ Actively recruit new members;
§ Encourage member participation in HCAF committees and
activities;
§ Determine if membership needs are being met; and
§ Recommend measures or services that will better meet the
changing needs of members.
7.
Nominating
Committee -- Consists of HCAF members selected by
majority vote of the Board. The
committee will choose a slate of qualified candidates for all positions to be
filled at the general membership meeting.
8.
Political Action
Committee (PAC)
The
missions of this committee are to:
§ Promote and strive for improvement of government by
encouraging and stimulating home health agencies and others to take a more
active and effective part in governmental affairs;
§ Encourage home health agencies and others to understand the
nature and actions of the government, as to important political issues, and as
to the records of office holders and candidates for elective office at all
levels of government;
§ Assist home health agencies and others in organizing
themselves for more effective political action and in carrying out their civil
responsibilities; and
§ Do any and all things necessary or desirable for the
attainment of the objectives stated above.
Section 2 § TASK FORCES
The Board of Directors,
or the President, may establish, from time to time, a task force for specific
purposes and objectives. Unless
otherwise directed by the Board, the President shall appoint members and
chairpersons of any task force.
ARTICLE VII § MEETINGS
Section 1 § BOARD OF DIRECTORS
All Board of
Directors meetings are open to all HCAF members in good standing. There shall be, at least, four (4) Board meetings each fiscal year, in person, or
through electronic communication channels.
Special
meetings of the Board may be called by the President or fifty percent (50%)
plus one of the Board members seven (7) days in advance; or by twenty percent
(20%) of the voting General Membership fourteen (14) days in advance.
The quorum for
a Board meeting shall be fifty percent (50%) plus one.
Section 2 § MEMBERSHIP
There shall
be, as least, one (1) meeting of the voting members of HCAF, the date, time and
place for which is set by the Board of Directors, each fiscal year. This meeting will be held in the summer and
serves as HCAF’s annual meeting. The
Board may approve regional membership meetings.
Topics to be
voted on at the meetings will be selected by the Board of Directors and
notice of same shall be mailed to all voting members thirty (30) days prior to
the meeting.
Members who
are unable to attend may designate, by a written proxy, signed and dated by the
member, a representative to vote in their place.
A quorum
consists of thirty percent (30%) of the voting members. The quorum shall be
established by tallying the number of voting members who appear on the
meeting’s official roll call sheet, maintained under the control of HCAF’s
Administrative Director.
A
Sergeant-At-Arms, appointed by the President, will be responsible for
maintaining order and clearing the floor of anyone whose conduct is disturbing
the business of the meeting
ARTICLE VIII § PARLIAMENTARY AUTHORITY
Meetings shall
be conducted in accordance with Roberts
Rules of Order, Newly Revised, unless otherwise specified in these By-laws.
ARTICLE IX § AMENDMENTS TO THE BY-LAWS
Amendments to the bylaws shall be effected as
follows:
1.
Amendments recommended by the Board of Directors may be approved in one
of two ways:
A) Proposed amendments will be
mailed to the voting members thirty (30) days prior to the scheduled membership
meeting. At the membership meeting, the
amendments shall be approved by fifty percent (50%) plus one of the quorum
present; or
B) Proposed amendments will be
mailed to the voting members with an enclosed ballot and a self-addressed
envelope, or faxed, with a fourteen (14) day return date. Ballots may be mailed or faxed by members to
HCAF by the return date. When the
ballots are counted amendments shall be approved by fifty percent (50%) plus
one of the ballots returned by the return date
2. Proposed by-law changes initiated at the
general membership meeting shall be approved for a mail ballot vote by
two-thirds (2/3) of the quorum present.
The voting process shall be implemented as follows:
§ Ballots shall be mailed to
the total voting membership with a self-addressed envelope within fifteen (15)
working days following the membership meeting;
§ The signed ballots shall be
returned to the Deputy Director within thirty (30) working days following the
general membership meeting;
§ Approval requires that fifty
percent (50%) plus one of HCAF members who vote, vote yes.
ARTICLE X § LIABILITY OF
DIRECTORS AND OFFICERS
HCAF shall, to
the extent legally permissible, indemnify each person who is, or shall have
been, a Director or Officer of the corporation and the person’s heirs,
executors, administrators and legal representatives, against all liabilities
and expenses (including judgments, fines, penalties and attorneys’ fees)
imposed upon or incurred by any such person in connection with, or arising out
of, the defense or disposition of any action suit or other proceeding, whether
civil or criminal, in which he or she may be a defendant or with which he or
she may be threatened or otherwise involved, directly or indirectly, by reason
of the person’s being, or having been, such a Director or Officer of HCAF.
HCAF’s
obligation to provide indemnification shall be offset by applicable insurance
coverage under a policy maintained by HCAF.
HCAF shall
provide no indemnification with respect to any matter in which any such
Director or Officer is judged, by a disinterested majority of the Board of
Directors, to have not acted in good faith in the reasonable belief that the
action was in HCAF’s best interests.
ARTICLE XI § DISSOLUTION
Upon
dissolution of Associated Home Health Industries of Florida, Inc., the net
worth of the corporation will be distributed to certain 501 (c) qualified
charities.