ILHIMA - Proposed AHIMA Bylaw Changes Question Title * 1. Share your feedback regardingPROPOSED AMENDMENT #1:ARTICLE IV. MEMBERS• 4.2 Rights of Members4.2 Rights of Members. Membership shall entitleindividuals to participate in the programs and services ofAHIMA, and to be a member of a Component Association,with the rights and benefits that are accorded to Membersby AHIMA. Members shall also have the right to elect theBoard of Directors, certain Officers of AHIMA as outlined inthese Bylaws, certain members of The Commission onCertification for Health Informatics and InformationManagement (“CCHIIM”), and certain members of theCouncil for Excellence in Education (“CEE”), all as set forthbelow. Members with a preferred mailing address outsidethe United States may select a Component Association. Ifa Component Association is not selected, the Member willbe entitled to digital membership privileges. Members shallnot be entitled to vote on any other matter except forthose outlined in this Section 4.2. Question Title * 2. Share your feedback regardingPROPOSED AMENDMENT #2:ARTICLE V. BOARD OF DIRECTORS• 5.1 Powers and Duties• 5.5 Election and Term of Office5.5 Election and Term of Office. The Professional Members shallelect Directors annually by electronic ballot at a time and underprocedures set forth in the AHIMA Policy and Procedure Manual.Election shall be by a plurality of the votes cast by the ProfessionalMembers. Directors shall take office in the month of January followingtheir election. At-large Directors shall be elected by the ProfessionalMembers hold office for one (1) term of three (3) years or until theirsuccessor is elected and qualified or until their earlier death,resignation, or removal. Effective for At-large Directors whose termscommence January 1, 2025 and thereafter, upon completion of theirfirst elective term, At-large Directors may be appointed by the Boardof Directors for one (1) additional three-year (3-year) term or untiltheir successor is elected and qualified or until their earlier death,resignation, or removal. The number of At-large Directors electedeach year will be determined based on the need to fill vacancies forthe upcoming year to meet the number of At-large Directors specifiedin Article 5.2. Three (3) at-large Directors shall be elected each year,unless a different number is necessary in a given year in order to fillvacancies. Ex officio Directors shall serve as Directors for as long asthey hold their office.Additional Considerations for 5.5• Change effective for Board directors whose terms wouldstart Jan. 1, 2025• Communicate additional term option to NominatingCommittee in 4Q 2023• Inform candidates in 2024 that they would have to agree toserve two 3-year terms if appointed to serve 2nd term• Define process for evaluating Board members uponappointment to second term• Define process for Board approval to appoint Board memberto second term Question Title * 3. Share your feedback on PROPOSED AMENDMENT #3:ARTICLE VI. OFFICERS• 6.7 Duties of Treasurer6.7 Duties of Treasurer. The Treasurer shall keep, or cause tobe kept, adequate and correct accounts of all the properties andfinancial transactions of AHIMA and shall deposit, or cause to bedeposited, all monies and other valuables in the name of and tothe credit of AHIMA, with such depositories as may bedesignated by the Board of Directors. The Treasurer shall renderto the Board of Directors, upon request, an accounting of allfinancial transactions of AHIMA and a statement of the financialcondition of AHIMA, and, after consultation with the Board, shallcause an annual audit of AHIMA’s financial affairs to beconducted. The Treasurer shall perform, or cause to beperformed, any and all other duties incident to the office ofTreasurer and other duties as may be prescribed by law, theArticles of Incorporation, these Bylaws, or the Board ofDirectors. The Treasurer shall also serve as the Chair of theFinance and Audit Committee, ex officio with vote. Question Title * 4. Share your feedback onPROPOSED AMENDMENT #4:ARTICLE VIII. COMMITTEES• Combine 8.3 Finance Committee and 8.6 Audit Committee8.3 Finance and Audit Committee. The Finance and Audit Committee shall be comprised of no fewer than three (3) nor more than seven (7) Directors appointed by the Board President/Chair-elect. The Treasurer shall serve as the Chair of the Committee. 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 afinancial interest within the previous year.The Finance and Audit Committee shall be responsible for oversight of the financial operations of AHIMA. The Committee shall undertake the following responsibilities:a. Review, discuss and recommend changes to the proposed annual AHIMA budget and submit for approval to the Board of Directors;b. Review, discuss and accept the monthly financial statements for AHIMA;c. With the assistance of the Vice President, Financial Services, or equivalent senior financial personnel, present AHIMA’s financial statements to the Board of Directors for approval at each meeting;d. Periodically, review and discuss the quality, quantity, substance, and dissemination of financial information provided to the Board of Directors and the Committee, recommending improvements as necessary; ande. Monitor the investments of AHIMA and develop and recommend to the Board of Directors’ approval of changes to AHIMA’s investment and endowment policies as appropriate;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 an audit report or related work,and each such public accountant or public accounting firm shall report directly to the Committee; andg. 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 byemployees of AHIMA of concerns regarding questionable accounting, auditing or other financial matters.8.6 Audit Committee. The Audit Committee shall be comprised of nofewer than three (3) nor more than seven (7) Directors appointed by the Board President/Chair. While serving on the 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. The Committee shall 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 Done