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MoHIMA - Proposed AHIMA Bylaws Amendments

1.Article III. Purposes, 3.1 Purposes and Mission

Change: “Its mission is empowering people to impact health” to “AHIMA is a professional membership organization whose mission is to benefit its members, advocate for their professional interests and needs, and promote the advancement of the profession and the integrity of health information”

Overview:
Nine past AHIMA Board Presidents proposed revising the mission to align with the true essence of a membership-focused organization.

Rationale:
AHIMA’s mission differs from the industry standard in alignment with other non-profit member-focused organizations.
2.Article V. Board of Directors, 5.1 Powers and Duties

Change:
The duties of the Board of Directors in managing AHIMA shall include, but not be limited to the following:
a) To establish in accordance with AHIMA’s mission the goals, and program priorities to be implemented by AHIMA’s Chief Executive Officer and staff, through a strategic planning process;

Remove:
c) To determine and set overall policy;

Rationale:
AHIMA’s mission differs from the industry standard in alignment with other non-profit member-focused organizations.
3.Article VII. House of Delegates, 7.1 Purpose

Change:
Revision of the first paragraph, in particular, the underscored part: The House of Delegates shall exist to govern the profession of health information by providing a forum for membership and to discuss, review, and enhance profession-related issues and to establish and maintain the organization’s mission and the professional standards of the membership.

Rationale
AHIMA’s mission differs from the industry standard in alignment with other non-profit member-focused organizations.
4.Article VIII. Committees, 8.5 Nominating Committee (Words inserted are underlined.)
Change: Committee membership is reduced from nine (9) members to seven (7) members. All members must be Professional Members who are AHIMA certified and/or AHIMA credentialed. The seventh member is the Chair who is appointed by the President/Chair-elect of the Board of Directors, shall not be sitting on the current Board of Directors in any capacity, shall not be an AHIMA staff member, and shall not be subject to the approval of the Board of Directors.
Additions: The Chief Executive Officer or Designee shall not attend Committee meetings but shall be available to the Committee Chair upon request to provide background information on candidates or other information to aid in the Committee’s decision-making or to ensure a smooth technical process.
The Committee shall identify and recruit qualified individuals to serve on the board of Directors and as Officers of AHIMA based upon input from the Board of Directors as to the elements and profile for the ideal board member and skills sets required to augment current Board strengths. The ballot candidates must be Professional members who are AHIMA certified and/or AHIMA credentialed. The Committee shall strive to have a ballot representative of the membership.
Rationale: The discussions of the Nominating Committee require privacy, open dialogue, without restriction or hesitation, and an atmosphere without bias or influence that allows the Committee to identify, recruit, and select the best candidates to lead and represent our profession. The current Committee membership includes, at minimum, 2 individuals appointed/selected by the Board and the CEO. Each may have an interest in promoting an existing board member or board composition that is inconsistent with the composition of the membership or preferences of those elected to represent the membership, i.e., the House of Delegates. Additionally, the definition of “Professional” in the Bylaws is vague and does not require an AHIMA certification or AHIMA credential.
Analysis/Recommendations: The CEO should not serve as an official or ex-officio member of the Committee. CEOs work for the Board, and they should not be in a position of identifying individuals that will be governing the CEO’s performance. The CEO should play a meaningful role in the board nominating process by providing advice to the Committee when asked that aids in the decision-making process or background information on candidates without unduly influencing the Committee and making the nomination and selection process run smoothly providing organizational technical, informational, and staff support. Additionally, the staff should provide, but not be limited to providing, a composition table of current board membership and the current board year progression by state, professional role, and credential, etc.
Analysis/Recommendations: The Committee composing and defining our ballot for elected leaders should have intimate knowledge of our profession beyond an “interest” as is stated in the bylaws. The ballot shall consist of individuals that represent the profession as well as have an interest in the profession and thorough understanding of our profession. Situation:The bylaws are silent on the role of the Board of Directors in assisting the Nominating Committee. Analysis/Recommendations: The Board should create a profile of the skills
5.Article XII. Component Associations, 12.6 Dues Payment to Component Associations
Change:
Increase the percentage of the annual AHIMA member dues collected from the members each Component Association by AHIMA shall be paid from 20% to 26% to carry out the purpose of AHIMA.

Overview
Strike “Twenty percent (20%)” and insert “Twenty-six percent (26%)”

Rationale:
1. Sustainability of Component Associations: An increase of 26% is necessary to ensure the financial sustainability of component associations, which are fundamental to AHIMA's grassroots operations and member engagement.

2. Mitigating Financial Risk: This adjustment helps mitigate the financial risks associated with removing the 5.75% provisional rebate, thereby stabilizing the revenue for component associations.

3. Supporting Volunteer Efforts: Enhanced financial support will allow component associations to manage better the costs associated with volunteer leader participation in essential AHIMA events.
6.Article VII. House of Delegates: 7.5 Speaker of the House of Delegates
Change:
The Speaker shall serve, ex officio with vote, as a member of the Board of Directors for a term of (1) year.

Addition:
Upon completion of the term as Speaker, the outgoing Speaker will serve as Past Speaker for a term of (1) year. If the outgoing Speaker is unable or unwilling to serve as Past Speaker, then the Speaker, after consultation with the President/Chair, shall either appoint a previous Speaker to the role for the duration of the term or direct that the role would remain vacant for the duration of the term. The Past Speaker shall not serve as a member of the Board of Directors. During the term as Past Speaker, the Past Speaker shall be eligible for election as an At-Large Director for a term to begin after their term as Past Speaker.

Overview:
The bylaws revision introduces a new role called "Past Speaker," which the outgoing Speaker will serve for one year after their term ends. If the outgoing Speaker is unable or unwilling to serve, the current Speaker may appoint a previous Speaker to the role or leave it vacant. The Past Speaker will not serve on the Board of Directors but may be eligible for election as an At-Large Director after their term.
  • Aligns Bylaws language with that for Board member—candidate would serve one year per role for a total of 3 years.
  • Provides continuity in the Speaker role.
  • Clarifies that role of Speaker-elect is one year to be consistent with Speaker and Past Speaker.

Rationale:
The current representation of the House of Delegates on the Board is limited to one voting individual, the Speaker. The elected Speaker-Elect sits on the Board, but unlike the President-Elect, the Speaker-Elect has no vote. The Speaker-Elect is elected indirectly by the membership through the House of Delegates.

Background: AHIMA Bylaws section 5.2 defines the Number and Composition of the Board as 13. The Bylaws state that 12 are elected positions. However, it’s really 4 positions with 3 year terms (3 Directors, 1 President Elect). Additionally, there is, 1 elected position (Speaker-Elect of the House) with a 2 year term (Speaker-Elect transitioning to Speaker). Total 5 elected positions. Finally, there are also 5 unelected positions with open terms, the Chief Executive Officer, Treasurer, Secretary, and 2 Board Advisors. Voting rights are not defined in the Bylaws for the Treasurer, Secretary of Board Advisors. In fact, the Board Advisors are not included in the Bylaws.

Analysis: Elected positions to the Board should be balanced in tenure and have equivalent voting rights. Therefore, it is recommended that the Speaker-Elect serve 3 years on the Board, similar to the President-Elect, through progressive positions of Speaker-Elect, Speaker, and Past Speaker.

Recommendations: The Speaker Elect (including the transition of the Speaker-Elect to Speaker and then Past Speaker) shall serve with vote and voice on the Board for the 3 years of their term.
7.Article VII. House of Delegates: 7.6 Speaker-Elect of the House of Delegates

Change:
The Speaker-elect shall serve a term of one (1) year and shall assume the office of the Speaker upon the expiration of the Speaker’s term of office or in the event of a vacancy in the office.

Overview:
The proposed revision adds that the Speaker-elect will serve a one-year term. After this term, the Speaker-elect will assume the office of Speaker when the current Speaker's term ends or if there is a vacancy in the office. The Speaker-elect will also act in place of the Speaker if the Speaker is absent and perform other duties as assigned by the House of Delegates.

Rationale:
Specifies term length of Speaker-Elect.
8.Article X. Integrated Commissions, Advisory Bodies and Non-Board Committees: 10.2 Professional Ethics Committee

Change:
The Board President/Chair shall annually appoint members to serve on a Professional Ethics Committee to consider and take action as appropriate on formal complaints filed against AHIMA Members and/or AHIMA certificants, for reasons including, but not limited to, violation of AHIMA’s Bylaws, the Code of Ethics, the Standards for Initial certification, the Standards for Maintenance of certification or actions that reflect unfavorably upon the profession.

Removed: or activities which are contrary to the interests of AHIMA.

Rationale:
The Professional Ethics Committee should focus on ensuring members and certificants comply with AHIMA’s Code of Ethics and certification standards. Without clear guidelines, actions that aren't truly unethical, such as joining another association, purchasing non-AHIMA materials, or offering constructive criticism, could be misinterpreted as being "contrary to the interests of AHIMA." This amendment ensures that the Committee stays focused on professional ethics, without causing confusion or unnecessary concerns, and it won’t incur any extra costs for the Association.
9.Article VIII. Committees: 8.3. Finance and Audit Committee (Note: This proposed change was discussed at the 2023 House of Delegates meeting, but was tabled until further notice due to concerns raised by Delegates.)

Change: 8.3 Finance and Audit Committee

Addition: While serving on the Finance and Audit Committee, a member of the Committee shall not: (a) accept any consulting fee, advisory fee, or other compensation or benefits from AHIMA; or (b) have participated in any other transactions with AHIMA in which he or she has a financial interest within the previous year.

Change:
The Finance and Audit Committee shall be responsible for oversight of the financial operations of AHIMA.

Addition of Responsibilities:
f. Be directly responsible for the appointment, compensation, and oversight of the work of any public accountant or public accounting firm engaged by AHIMA for the purpose of preparing or issuing or audit report or related work, and each such public accountant or public accounting firm shall report directly to the Committee; and

g. Establish procedures for: (a) the receipt, retention, and treatment of complaints received by AHIMA regarding accounting, internal accounting controls, or auditing matters: and (b) the confidential, anonymous submission by employees of AHIMA of concerns regarding questionable accounting, auditing or other financial matters.

Overview: Per AHIMA, the proposed amendment to combine the Finance and Audit committees into one committee will allow for more efficient meeting time and enable Board directors to serve on committees that require their respective expertise. Per AHIMA staff’s consultation with outside counsel, there is no legal or ethical conflict of interest in combining these two committees. In smaller not-for-profit organizations with smaller boards, finance and audit committees are commonly combined because there are fewer professionals to staff each committee. It is more efficient and effective from a resource standpoint to combine these committees. AHIMA has and will continue to use outside auditors to audit our financial performance and report back to the Board.

Rationale: Per AHIMA, this will allow for more efficient meeting time and enable Board directors to serve on committees that require their respective expertise.
10.Article V. Board of Directors: 5.5 Election and Term of Office (Note: This proposed change was discussed at the 2023 House of Delegates meeting, but was tabled until further notice due to concerns raised by Delegates.)

Addition: Three (3) at-large Directors shall be elected each year, unless a different number is necessary in a given year in order to fill vacancies. Ex officio Directors shall serve as Directors for as long as they hold their office. At-large Directors shall hold office for a term of three (3) years and until their successor is elected and qualified or until their earlier death, resignation, or removal. At-large Directors may serve a second term of three (3) years consecutively if elected by the Professional members but may not serve more than two (2) consecutive terms of three (3) years except as provided below. At-large Directors, having served two (2) consecutive terms of three (3) years, may not apply to serve an additional term(s) as an At-large Director for at least three (3) years following the end of their second consecutive three (3) year term and in no event will an At-Large Director serve more than four (4) three (3) year terms in total.

Overview: The revised proposal modifies the election and term of office for Directors. At-large Directors will serve a three-year term, with the option of a second consecutive term if re-elected, but cannot serve more than two consecutive terms. They must wait at least three years before reapplying after serving two consecutive terms and can serve a maximum of four terms overall. The removed text pertains to the annual election of three at-large Directors and the provision that ex officio Directors serve for as long as they hold their respective offices.

Rationale: Clarification of maximum terms of office and process for allowing a Board member to serve additional terms.