MICHIGAN HEALTH INFORMATION
MANAGEMENT ASSOCIATION BYLAWS

Amended January 2008

ARTICLE I

NAME

The name of this component state association, herein referred to as CSA, of the American Health Information Management Association, herein referred to as AHIMA, shall be the Michigan Health Information Management Association, herein referred to as MHIMA.

ARTICLE II

PURPOSE

The purpose of this Association shall be identical with that of the AHIMA, namely to commit to excellence in the management of health information for the benefit of patients and providers.

ARTICLE III

MEMBERSHIP

The membership of MHIMA shall be divided into three (3) classes:

a. Active

b. Student

c. Honorary

SECTION 1.Active - The active membership of this association shall be composed of the active members of the AHIMA who have at the time of annual dues payment designated Michigan as their component state association. Active members shall be entitled to vote, hold office, to serve as a member of the Board of Directors, committee chairman, committee member, or delegate to the AHIMA.

SECTION 2.Student - Any individual who holds student membership in the AHIMA and who is formally enrolled in an AHIMA accredited or approved program, a program pending accreditation/approval, or a certificate program developed and offered by an accredited/approved program located in this state shall be a student member of this Association as long as his student membership in the American Association continues. A student member shall be entitled to attend business and educational meetings of this Association without payment of a registration fee, but shall not be entitled to vote, to hold office, or serve as a member of the Board of Directors, committee chairman, or delegate to the American Association. A student member may serve as a committee/project team member except for the Nominating Committee.

SECTION 3.Honorary- Any person who is an honorary member of this Association as of the date of adoption of these bylaws and any person who thereafter receives an honorary membership in the AHIMA and resides in the State of Michigan shall be an honorary member of this Association. Honorary members shall be exempt from dues, and shall be entitled to attend MHIMA Annual Meetings without payment of fees for registration, educational, or social functions. An honorary member may hold no other class of membership in this Association.

SECTION 4.Application for Membership - Application for active, and student membership shall be in writing on the form provided by the AHIMA and shall be sent by the applicant directly to the Executive Director of the American Association. The total amount of dues as provided in the Bylaws of the American Association shall accompany the application.

SECTION 5.Transfer of Membership - When an employed member or non-employed member changes his residence to another state, or a student transfers to a school in another state, he shall notify the Executive Director of the AHIMA, and transfer of membership to that state shall be automatic as provided in the Bylaws of the American Association.

SECTION 6.Resignation, Forfeiture, Cancellation, Reinstatement - Membership in this Association shall be automatically canceled or reinstated upon notice from the Executive Director of the AHIMA, as provided in the Bylaws of the American Association.

SECTION 7.Cessation of Property Interest - All rights including voting, title and interest, both legal and equitable, of a member in and to the property of this Association shall cease in the event of any of the following:

a. Death

b. Receipt by the Association of the written resignation of the Member.

c. Cancellation of his membership as provided in Section 6, above.

ARTICLE IV

OFFICERS AND DIRECTORS

SECTION 1.Officers - The officers of this Association shall be a President, President-Elect, Vice President, and Secretary/Treasurer. Each officer, except the Secretary/Treasurer, shall hold office for one year or until his successor has been elected and qualified. The Secretary/Treasurer shall serve for two years or until his successor has been elected and qualified. The President-Elect, having served one year, shall automatically succeed to the office of President on July 1st following the annual meeting.

SECTION 2.Directors - There shall be three Directors. The retiring President shall automatically become a Director for one year and serve as the first delegate to the AHIMA during this year. Each year, one Director shall be elected for a two-year term.

SECTION 3.Eligibility - Only active members shall be eligible to be an Officer or Director. The President-elect, President and Past President will be AHIMA-approved credential holders.

SECTION 4. Nominations - Nominations shall be made by a Nominating

Committee as provided in Article IX, Section 2.

SECTION 5.Elections

a. Voting shall be by ballot only. Ballots shall be provided to all active members within the time set forth by the Board of Directors prior to the annual business meeting. In order to be counted, a ballot must be received in the MHIMA Central Office within the time frame set forth by the Board of Directors prior to the annual business meeting.

b. Election shall be by a plurality of the votes cast by the active members. In case of a tie the election shall be decided by lot.

c. After the ballots have been received, the President shall appoint a Committee of Tellers who shall meet within the time frame set forth by the Board of Directors prior to the annual business meeting to tabulate the votes.

d. Results of the election shall be declared at the annual business meeting. The electees shall assume office on July 1 following the annual meeting.

e. The President-Elect, having served one year, shall automatically succeed to the office of President at the close of the next annual meeting.

SECTION 6.Vacancies

c. In the case of the death, incapacity or resignation of the President, the Vice-President shall assume the office of President for the unexpired term. The vacancy thus created in the office of Vice- President shall be filled by the vote of the Board of Directors.

b. In the case of the death, incapacity, or resignation of the President-Elect prior to assuming the office of President, the office of President-Elect shall be filled by the Board of Directors for the remainder of the unexpired term, (until the next annual election) at which time a President shall be elected.

d. In the case of the death, incapacity, or resignation of any other officer or director during his term of office, the vacancy shall be filled by vote of the Board of Directors.

e. The order of succession of officers in the event of a temporary absence or incapacity is as follows:

President
Vice President
President-Elect
2nd Year Director
1st Year Director
Immediate Past-President Director

f. Any officer or director may resign at any time by submitting hiswritten resignation to the Board of Directors, but such resignation shall not become effective until accepted by the Board of Directors.

ARTICLE V

DUTIES OF OFFICERS

SECTION 1.Duties of Officers - The duties of the officers shall be as specified in these Bylaws and in such Standing Rules as may from time to time be adopted, or as specified in the Bylaws and Standing Rules of the AHIMA and the latest edition of Robert's Rules of Order Newly Revised.

SECTION 2.Duties of President - The President shall become familiar with the procedure for CSAs established by the AHIMA and be guided by these procedures in directing the activities of officers and committees. He shall preside at all meetings of the Association and of the Board of Directors and serve as a delegate in the House of Delegates of the AHIMA.

SECTION 3.Duties of the President-Elect -The duties of the President-Elect shall be to attend all meetings of the Board of Directors. He shall maintain liaison with regional associations, serve as alternate delegate, appoint the Chair of the Nominating Committee with the approval of the Board of Directors, and perform such duties as delegated by the President and/or Board of Directors.

SECTION 4.Duties of the Vice President - The Vice President shall serve as an aide to the President, assume the duties of the President in his absence or inability to serve, and perform such duties as delegated by the President or Board of Directors.

SECTION 5. Duties of the Secretary Treasurer - The Secretary/ Treasurer shall be custodian of the funds and sign business documents of the Association, as appropriate. He shall maintain an account of the dues received from the Executive Director of the AHIMA and shall collect any dues or assessments peculiar to the Michigan Association. He shall make reports as requested by the President and shall render an annual report.

SECTION 6.Duties of Directors - Directors shall attend all meetings of the Board of Directors and shall assist in carrying out the business of the Association. Directors shall perform such duties as delegated by the President and/or Board of Directors.

ARTICLE VI

MEETINGS

SECTION 1.Annual Meeting - The annual meeting of the Association shall be held in the Spring at a time and place designated by the Board of Directors.

SECTION 2.Special Meetings - Special meetings may be called by the President or by a majority of the Board of Directors.

SECTION 3.NOTICE OF MEETINGS - Written notice stating the place, date and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be provided by the Board of Directors not less than five or more than forty days before the date of the meeting to each member.

SECTION 4.Voting Body - The voting body at all meetings shall be the active members in good standing.

SECTION 5.Quorum - At any meeting of the members, a quorum shall exist if a majority of the active members registered at the meeting are present.

SECTION 6.Cancellations - In the event of a national emergency or other circumstances, the Board of Directors may cancel any meeting and prompt notice thereof shall be given to all members of the Association.

ARTICLE VII

BOARD OF DIRECTORS

SECTION 1.Composition and Duties - There shall be a Board of Directors composed of the officers and directors of the Association. The board of Directors shall carry on the business of the Association between meetings of the Association and shall report through the President at the annual meeting.

The Board of Directors shall:

a. select the time and place for the annual meeting.

b. provide the bonding of the President, Secretary/Treasurer, and Central Office Coordinator.

c. provide for audit of the Treasurer's accounts.

d. approve the depository for Association funds.

e. fill vacancies in office.

f. create, combine, or dissolve committees, with the exception of the Nominating Committee, or change their composition or responsibilities as the need may arise.

g. annually set strategies and objectives for the Association and outline initial action recommendations for achieving objectives.

h. appoint a member of the Association to serve as the manager of each of the Association's major strategies.

SECTION 2.Meetings - The Board of Directors shall meet immediately preceding the annual meeting and on call of the President at such times as may be deemed advisable during the year. The calendar of scheduled meetings shall be published to enable interested members to attend or to submit items for Board of Directors' review.

SECTION 3. Business - Any action required may be accomplished without a meeting with the consent of all members of the Board of Directors.

ARTICLE VIII

CENTRAL OFFICE COORDINATOR

SECTION 1.Duties of the Central Office Coordinator - The Central Office Coordinator, herein referred to as COC, under the direction of the MHIMA Board of Directors and through its President, coordinates the delegated professional and support staff functions of the MHIMA within six (6) categories:

a. Education.

b. Annual and other meetings.

c. Membership.

d. Support.

e. Financial.

f. Association coordination.

The COC shall provide clerical support to the MHIMA. Shall keep a permanent record of the meetings of the Association and of the Board of Directors and shall submit them for approval at the next meeting of the respective group.

The COC shall submit an annual report to the Board of Directors and MHIMA membership.

SECTION 2.Eligibility - The COC shall be an Active Member of MHIMA.

ARTICLE IX

COMMITTEES/STRATEGY MANAGERS

SECTION 1.Establishment - There shall be a Nominating Committee and other committees, strategies, and projects as deemed necessary by the Board of Directors.

SECTION 2.Nominating Committee

a. MEMBERSHIP - This committee shall consist of a chairman and three members.

b. ELECTIONS

1. The President-Elect shall contact each regional association to receive the name of one candidate for the ballot for the Nominating Committee..

2. The ballot will be provided to all active members, as outlined in ARTICLE IV, SECTION 5, and then tabulated by the appointed Committee of Tellers who shall meet within the time frame set forth by the Board of Directors prior to the annual business meeting.

3. Results of the election shall be declared at the annual business meeting. The electees shall assume responsibility for elected duties on July 1 following the annual meeting.

c. CHAIRMAN - The Chairman shall be an active member of MHIMA and shall be appointed by the President Elect with approval of the Board of Directors.

d. DUTIES - The committee shall prepare a list of officers, directors, and delegates, naming two or more nominees for each position, all of whom have consented, in writing, to serve if elected. The ballot prepared by the Nominating Committee shall be submitted to the Board of Directors, in writing, at least four months prior to the annual meeting. If it is impossible to identify at least two nominees for each position, the Board of Directors may approve mail distribution of the ballot as outlined in the MHIMA Policy/Procedure Manual. The ballot shall be included in the annual report distributed at the annual business meeting.

e. VACANCY - In the event that a vacancy occurs in the chairmanship of the committee, the President Elect currently serving shall appoint a new Chairperson. Should a vacancy occur in the committee's membership, the vacancy shall be filled by the nominee receiving the next highest number of votes at the previous election.

SECTION 3.Strategy Managers - Strategy Managers are accountable to the Board for implementing their strategies as charged. Strategy Managers may appoint Project Managers, and Strategy Managers will oversee the activities of the Project Managers.

a. VACANCY - The term of appointment and provisions for filling vacancies of a Strategy Manager shall be set forth in the Association's Policy and Procedure Manual.

SECTION 4.Reports - Each committee chairman and strategy manager shall present a written report to the President one week prior to the annual meeting.

ARTICLE X

FINANCES

SECTION 1. - The fiscal year of this Association shall be determined by the Board of Directors.

SECTION 2.Dues

a. The dues for active, student and inactive members shall be provided in the Bylaws of the AHIMA and shall be paid by the member directly to the Executive Office of the American Association. The State's portion of the dues is rebated to the Treasurer of the CSA.

b. The State's portion of such dues may be augmented at any time or from time to time by equal assessment against each member of the Association in such amount and for such a period of time as recommended by the Board of Directors, as approved by a two-thirds vote of the voting members, provided that previous notice of the proposed assessment has been sent not less than five or more than forty days prior to the meeting at which the assessment will be considered.

SECTION 3.Expenditure of Funds - The expenditure of funds shall be in accordance with the budget as approved by the Board of Directors.

SECTION 4.Delegate Expenses - In the sole discretion of the Board of Directors, the Association may reimburse any or all of its delegates for any part of all of their respective reasonable and necessary expenses incurred for attendance at the annual meeting of the AHIMA.

SECTION 5.Earnings - No part of the net earnings of the Association shall be distributed to members, officers or directors of the Association or accrue to the benefit of any individual, nor shall any substantial part of the activities of the organization consist of carrying on propaganda or otherwise attempting to influence legislation nor shall the Association participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.

ARTICLE XI

REPRESENTATION

SECTION 1.House of Delegates - This Association shall be represented in the House of Delegates of the AHIMA as provided in the Bylaws of the American Association.

SECTION 2.Election of Delegates

a. Only active members shall be eligible to serve as delegates to the AHIMA.

b. The term of the delegates shall be two years and no delegate shall serve more than two consecutive terms.

c. The Past-President Director and President shall be the first and second delegates respectively and nominations for additional delegates shall be as outlined in Article IV, Section 5 of these Bylaws. The President Elect will serve as the alternate delegate.

d. The election of delegates will be staggered from year to year. There shall be at least one new delegate elected into service each year.

e. In the event circumstances do not allow all delegates or the President Elect to attend the House of Delegates, the President may appoint an active member to substitute.

ARTICLE XII

PARLIAMENTARY AUTHORITY

Robert's Rules of Order Newly Revised Edition shall govern this Association in all cases not covered by these Bylaws or the Bylaws of the AHIMA.

ARTICLE XIII

AMENDMENTS

SECTION 1. These Bylaws may be amended at any regular meeting, or at a special meeting called for this purpose, by a two-thirds vote of the active members, a quorum being present, provided that a copy of the proposed amendment has been sent to every member at least thirty days prior to the meeting at which it is to be voted on. All proposed amendments shall be sent to the AHIMA, as directed in its Bylaws, for approval before being presented to the membership.

SECTION 2. By a 90 percent vote of the active members present at the annual meeting an amendment to the Bylaws may be proposed and acted upon at the same meeting without previous notice to the membership, if approval of the proposed amendment has been secured from the AHIMA. A 90 percent vote of the active members present at the annual meeting shall likewise be required for adoption of the amendment.

SECTION 3. These Bylaws shall automatically conform to any provisions of the Bylaws of the AHIMA affecting State Associations. Such provisions shall be binding upon this Association when voted by the House of Delegates of the American Association, and shall be presented to the membership for formal adoption as amendments at the first meeting of the State Association following the meeting of the American Association.

ARTICLE IV

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND SPECIFICALLY DESIGNATED AGENTS

SECTION 1. Basic Indemnification. To the maximum extent permitted by the law of Michigan, MHIMA shall indemnify all directors and officers, who serve without compensation for their board duties, and all employees and specifically designated agents, against any and all liability and reasonable expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they are made parties, by reason of having been directors, officers, employees or specifically designated agents, except in relation to matters as to which any such director, officer, employeeor specifically designated agent shall be adjudged in such action, suit or proceeding to be guilty of or liable for willful misconduct in the performance of duty and as to such matters as shall be settled by agreement predicated on the existence of such liability. The termination of any action, suit, or other proceeding by judgement, order, settlement, conviction, or upon a plea of guilty or of nolo contendre, or its equivalent, shall not create a presumption that such person did not meet the Michigan standard of conduct set forth in the MHIMA Policy and Procedures on Indemnification. Indemnification shall be made in accordance with the MHIMA Policy and Procedures on Indemnification, as amended from time to time. Such right of indemnifiation shall not be deemed exclusive of any right, or rights, to which they may be entitled under any other bylaw, board resolution, agreement or otherwise.

SECTION 2. Advance of Expenses. Legal expenses incurred with respect to any civil or criminal action, suit, or other proceeding of the character described in Section 1 of this Article may be advanced by MHIMA prior to the final disposition thereof upon receipt of a written undertaking in addition to the written affirmation by or on behalf of the director, officer, employee or specifically designated agent to repay such amount unless it shall ultimately be determined by MHIMA that he or she did not meet the Michigan standard of conduct. As described in the MHIMA Policy and Procedures on Indemnification, as amended from time to time.

SECTION 3. Insurance of Risk. The Board of Directors of MHIMA shall have the authority to purchase and maintain policies of insurance on behalf of any and all of its present and former directors, officers, employees and specifically designated agents against any liability or settlement based on liability asserted to have been incurred by them by reason of being or having been directors, officers, employees or specifically designated agents of MHIMA.

Revised July, 1988; May 1994, May, 1995, May, 1997, May 2001, May 2003, May 2005