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|Articles and Bylaws|
Last Revision: July 1, 2016
Article I – Name
The Corporation is a not-for-profit trade association known as Home Care Association of Florida (hereinafter referred to as HCAF). (The association officially changed its name in June 2008 from the Associated Home Health Industries of Florida, Inc. (AHHIF).)
Article II – Purpose
The purposes of HCAF are to:
Article III – Structure and Membership
Section 1 – Structure
HCAF is comprised of eleven (11) districts, which geographically parallel the State of Florida Health Planning Districts.
Section 2 – Dues
The Board of Directors sets the dues of the Membership.
Section 3 – Membership
Certified Provider Members in HCAF shall be licensed home health agencies that are Medicare and/or Medicaid certified providers.
Private Duty Provider Members in HCAF shall be licensed-only home health agencies that do not accept government-funded programs for payment for their services.
Associate Members are employers or individuals that are not Certified or Private Duty Providers as described above. [They may be home infusion therapy companies, licensed nurse registries, durable medical equipment dealers, home health agency management companies, or other vendors serving the needs of Provider Members.] Associate Members have voting rights and are allowed to participate in activities and receive published information within their Membership category.
Individual Members in HCAF shall be employees of Members of HCAF. Individual Members have no voting rights but are allowed to participate in activities and receive published information within their employer’s Membership category.
Membership is attained when a completed HCAF Membership application and dues payment is received.
Each Provider and Associate Member is allowed one vote. A chain organization, or a corporation, with more than one 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.
Section 4 – Membership Cancellation/Readmission
The Board of Directors may cancel Membership for delinquent dues that 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 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 and received Membership benefits 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 provider 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 vote as set forth in Article IX, and available 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 Duty provider 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 an HCAF Member in good standing.
Each elected Director serves one (1) two-year (2) 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 nominees 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 Duty provider 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 registries, 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 two additional consecutive terms.
Section 3 – Director Responsibilities
Directors who are not Officers:
Article V – Officers and Staff
Section 1 – Officers
Officers are responsible to the Board of Directors and to the Membership for performance of their duties.
No one Provider 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 provider Members. 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.
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:
Vice President – The Vice President, in the absence of the President, performs the duties of that office.
Secretary – The Secretary:
Treasurer – The Treasurer:
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:
Executive and Deputy Directors can sign contracts representing HCAF when financial obligation is involved without prior approval of the Board of Directors per fiscal policy
Article VI – Committees
Section 1 – Standing Committees
There are five (5) 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.
Section 2 – Task Forces
The Board of Directors, the President, or the Executive Director, may establish, from time to time, a Task Force for specific purposes and objectives. Unless otherwise directed by the Board, the President or the Executive Director 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. As a courtesy, Members not currently serving on the Board who plan to attend a Board meeting are asked to notify the Deputy Director in advance so accommodations can be made. 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 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 Executive 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 bylaws.
Article IX – Amendments to the Bylaws
Amendments to the bylaws shall be effected as follows:
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 Home Care Association of Florida, Inc., the net worth of the corporation will be distributed to certain 501 (c) qualified charities.