posted 4/1/2013

(A California Nonprofit Mutual Benefit Corporation)



Section 1.1 Name. 

The name of this organization shall be the Southern California Association for Healthcare Risk Management, hereinafter referred to as the Organization or SCAHRM, an affiliate of the American Society for Healthcare Risk Management, hereinafter referred to as ASHRM.


Section 1.2 Principal Office.  

The principal office of SCAHRM shall be the business address of the incumbent president, unless otherwise designated by the Board of Directors.



Section 2.1 General Purposes.

The general purposes of SCAHRM are:

  1. To serve as an affiliate organization of the American Society for Healthcare Risk Management.

2.   To serve as a professional society allowing interaction and interchange with other risk managers, providing a forum for the interchange of ideas and to achieve the highest standard of Healthcare Risk Management through education of the community.

3.   To meet on a regular basis, as determined by the Board of Directors and to advance the image and role of risk management professionals in the healthcare industry through definition of purpose, responsibilities and accountabilities within Healthcare Risk Management.

4.   SCAHRM has been established as a non-profit mutual benefit corporation to provide a forum for the advancement of the profession of healthcare risk management in the State of California.



Section 3.1 Classes of Membership.  

SCAHRM membership shall consist of two classes of membership:

            3.1.1.    Regular membership. Regular members shall be individual members only.  

            3.1.2.    Associate membership.  Associate members shall be entities engaged in the supplying of goods and services to organizations which carry on risk management and loss prevention activities.


Section 3.2 Qualifications.

            3.2.1.  Regular Members: A regular member is a professional who is actively involved in the field of healthcare risk management, whose job responsibilities include healthcare risk management, or who has an interest in healthcare risk management and pays dues in an amount determined by the Board.

            3.2.2.    Associate Members:    Associate members shall be entities (organizations, companies, consulting firms, sole proprietors, etc.) engaged in the supplying of goods and services to the risk management professional trade or also may be philanthropic organizations, convention and visitors bureaus or chambers of commerce.  Associate members pay dues in an amount determined by the Board.  Employees of associate members may be regular members of SCAHRM.


Section 3.3 Rights of Membership. 

            3.3.1.    Regular Members:  Each regular member in good standing has the right to participate in SCAHRM activities, is entitled to one vote; be elected as an officer or member at large of the organization; may participate in committees, with the exception of the Nominating Committee, receive benefits of membership and may enjoy other rights and privileges as may be specified by the Board.

            3.3.2.    Associate Members:  Each associate member in good standing has the right to participate in SCAHRM activities, be invited to participate on committees with the exception of the Nominating Committee and enjoy other rights and privileges as may be specified by the Board. Associate members are not entitled to vote on matters presented for vote to the regular membership and may not be elected as an officer or member at large of the organization.


Section 3.4 Voting.

            3.4.1.    Regular Members:  Each regular member is entitled to one vote on each matter submitted for a vote. A vote may be cast orally, in writing or electronically.

            3.4.2.    Associate Members:  Each Associate member is not entitled to vote on matters presented to the general membership for a vote.


Section 3.5 Member in Good Standing. 

A regular member  or associate member who has paid the required dues in accordance with these Bylaws shall be a member in good standing. 


Section 3.6 Termination of Membership


3.6.1   Termination.

A regular or associate membership shall terminate on occurrence of any of the following:

a)             Resignation of the member;

b)            Expiration of the period of membership;

c)             Member's failure to pay dues, fees, or assessments as set by the Board; or

d)            Suspension or removal of a member by the Board ‘for cause’ per Section 3.6.2  done in good faith and in a fair and reasonable manner.


3.6.2   Due Process Rights.

The Board may suspend or remove any member, committee member, Officer, or Director, for cause, at any time, after giving such member fifteen (15) days prior notice of the suspension or removal and the reasons therefore and provides an opportunity for the member to be heard by the Board, orally or in writing, not less than five (5) days before the effective date of the termination.  Notice shall be given by any method reasonably calculated to provide actual notice.  Any notice given by mail shall be by first class, certified, return-receipt mail sent to the last address of the member shown on the organization’s records. For the purposes of this paragraph, the term 'for cause' shall include, but not be limited to (a) any violation of these Bylaws, SCAHRM standing rules and policies (b) any members’ engaging in conduct that is materially and seriously prejudicial to the organization’s purposes, interests or illegal activity within the organization.


Section 3.7 Transfer of Membership.

No membership or right arising from membership shall be transferred or assigned.


Section 4.1  Meetings of the Organization.

            4.1.1  Annual Meeting.

 The annual meeting shall be held during the annual conference at a time and place designated by the Board of Directors.  The agenda for that meeting shall include general business, the Treasurer's report of financial activity; the Treasurer’s annual report will be distributed to all members in attendance and any other business transactions determined by the Board of Directors.

            4.1.2  Regular Meetings. 

During each year, regular meetings may be held in conjunction with education meetings on dates and locations determined by the Board           of Directors.

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

Section 4.2 Notice of Meetings.

Notice of meetings may be determined by the Board of Directors, but no less than ten days before any meeting of the members. 


Section 4.3 Quorum.

Ten (10) percent of the regular members in good standing shall constitute a quorum for meetings of the membership.


Section 4.4 Voting.

An action shall be passed by a majority of the votes cast by members entitled to vote, except in the action to amend or repeal these Bylaws which requires a two-thirds majority of the votes cast.



Section 5.1 Powers.

Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, the organization’s activities shall be managed and all corporate powers shall be exercised by and under the direction of the Board. The Board shall have the power to:

a)     Prescribe powers and duties for them as are consistent with the law, the Articles of Incorporation and these Bylaws;

b)    Change the principal office or the principal business office in California from one location to another;

c)     Direct all business and affairs of the organization as required for the advancement of the organization’s purposes;

d)    Appoint standing committees and other committees; and may

e)     Delegate any of the powers and authority of the Board to manage the business and affairs of the organization, except to amend these Bylaws; and

f)     Set the annual membership dues of the organization and all other fees and assessments.  


Section 5.2 Duties.

The Directors shall perform such duties and functions as the President or the Board may specifically delegate to them. Each Member at Large may be requested or assigned to participate in at least one project, to act as chair or to serve on at least one committee of the organization. Any Director who has three absences from Board meetings without notice to the President during his/her term of office shall be subject to removal.  Vacancies shall be filled in accordance with Section 5.7 of these Bylaws. Elected Officers shall be members of ASHRM.


Section 5.3 Number.   

The Board of Directors shall consist of nine (9) Directors. The Board shall be comprised of:

a)     Five (5) Officers: President, Vice-president/President-elect, Immediate Past President, Secretary, and Treasurer; and

b)    Four (4) Members at Large elected from the regular membership.


Section 5.4 Election and Term of Office. 

The Board of Directors shall be elected for a term of two years with the exception of the President, the Vice-president/President-elect and the Immediate Past President who shall each hold office for a one year term. Following the President’s one year term, the President shall automatically transfer to the Immediate Past President’s position.  The Vice-president/President-elect shall automatically transfer to the position of President. All terms of office shall commence on June 1st of each year through the last day of May.


Section 5.5 Resignation. 

A Director may resign at any time by giving written notice to the President or Secretary of the Organization.


Section 5.6 Removal of Officer or Director.  

The Board of Directors may remove any officer or director, ‘for cause’ per Section 3.6.1, at any time consistent with Section 3.6.2, for failure in the performance of his/her duty or for failure to attend Board meetings as prescribed in Section 5.2. 


Section 5.7 Vacancies on the Board. 


Section 5.7.1 Vacancy in Office or Board Member

Vacancy in an office or Boardmember-at-large position shall be filled by the President with the approval of the majority of the Board.


Section 5.7.2 Vacancy in President

Vacancy in the office of President shall be automatically filled by the Vice-president/President-elect for the unexpired term and thereafter shall be entitled to fulfill his/her duly elected full term.


Section 5.8 Meetings of the Board.

Regular meetings of the Board shall be held no less than four (times) each year.  Meetings shall be held at a time and location determined by the Board of Directors with no less than ten (10) days notice.  Special meetings may be called at the discretion of the President or no fewer than five members of the Board at a time and location determined by the Board with no less than forty-eight (48) hours notice.  Meetings may be conducted in person or telephonically. 


Section 5.9 Board Quorum.

A quorum of the Board of Directors shall be five Board members, one of whom shall be the President or Vice-president/President-elect. 


Section 6.1 Elections shall be held no later than April of each year.

Section 6.2 Board members and officers other than the President, the President-elect, and the Immediate Past President, shall serve for a term of office of two (2) years. Board members, the Secretary, and the Treasurer, having served a full two (2) year term may be eligible to be re-elected for an additional two (2) year term, for a total of four years. Having served four (4) years, two (2) consecutive terms, the Board member or officer shall be eligible for election to the Board only after one year has elapsed. The Nominating Committee shall have a term of one year.  On occasion, the Nominating Committee may recommend waiver of maximum term limits for individual Board members whose service is considered critical to the SCAHRM annual goals and objectives.  This waiver requires Board approval prior to circulating a ballot to SCAHRM membership.

Section 6.3 All officers and Board members-at-large shall be elected by ballot from a simple majority of the votes returned from regular members of SCAHRM, except as herein provided.


Section 7.1 President.

The President shall:

(a) Be the chief executive officer of SCAHRM;

(b) Have the authority over the general control and management of the organization;

(c)Have the sole authority to act as the spokesperson on behalf of SCAHRM;
(d) Preside at all meetings of the organization;
(e) Appoint all committees, with the exception of the Nominating Committee;
(f) Be a member of all organization committees, with the exception of the Nominating Committee;
(g) Be charged with maintaining the integrity and purposes of the organization;
(h) Ensure that the activities of the organization support its objectives;
(i) See that all business affecting the organization will be conducted promptly or administered by the proper officers or committees;
(j) Be the only person that may transact business on behalf of or otherwise encumber the organization with the approval of the Board of Directors; and
(j) The Board of Directors shall have the power to authorize the President to transact business on behalf of the organization and encumber the organization as may be needed to carry out the business of the organization.


Section 7.2 Vice-president/President-elect.

The Vice-president/President-elect shall:

(a) Serve as president in the absence of the president;
(b) Serve as Chairperson of the Education Committee and the SCAHRM Annual Conference;
(c) Perform such other duties as assigned by the president; and
(d) Serve as president-elect.


Section 7.3 Secretary. 

The Secretary shall:

(a) Keep all records of the organization in suitable form and ready for reference;
(b) Record and provide minutes of all Board, annual, regular and special meetings;
(c) Maintain an up-to-date and complete roster of SCAHRM members;

(d) Maintain California corporate status by providing documents as may be required by the Secretary of State from time to time; and

(e) Maintain all continuing education provider records and certifications as may be required.


Section 7.4 Treasurer.

The Treasurer shall:
Section 7.4 Treasurer.
(a) Have charge and custody over SCAHRM funds;
(b) Be responsible for ensuring accurate financial books and records of the organization are maintained, including all receipts and disbursements;
(c) Ensures deposit of all moneys received by the organization at such depositories in the organization’s name as designated by the Board;
(d) Coordinate with the Board approved CPA firm to perform a compilation of the books of account on an annual basis and filings necessary for State and Federal tax forms in review with Board approved legal counsel;
(e) Provide a financial reconciliation and bank statement at each Board meeting and an annual report to the membership of the financial standing of the association; and
(f) If unavailable for two weeks, then transfer books of account, and checkbooks to the President for handling.

Section 7.5 Immediate Past President. 

The Immediate Past President shall:

(a) Chair the Nominating Committee;
(b) Coordinate the collection of data and documentation and apply for ASHRM Achievement Awards;
(c) Maintain the chapter flag; and
(d) Advise the President, as requested.

Section 7.6 Members at Large.

The members-at-large shall:

(a) Chair committees as appointed by the President;
(b) Perform such other duties as assigned by the President.



Section 8.1 Committee Appointments.

Committees shall be appointed by the President, with the exception of the Nominating Committee.

Section 8.2 Standing Committees

There shall be seven  six (6) Standing committees: Bylaws, Communications, Education,  Membership, Public Relations and Marketing and Nominating. A seventh committee, the Ethics Committee, is ad hoc, and is convened upon request of the Board.  Additional committees may be formed from time to time as directed by the Board. Committee chairpersons shall be appointed by the President from the members of the Board of Directors, except as described herein. Committee chairpersons shall appoint committee members from the organization’s membership, except as described in these Bylaws.

Section 8.2.1 Bylaws Committee.

The Bylaws committee shall be composed of the President,  one Board member-at-large, one regular member of the organization as appointed by the chairperson and legal counsel as appointed by the Board of Directors.  The Bylaws Committee is responsible for review of the organization’s bylaws and to make recommendations for revisions to the Board of Directors.

Section 8.2.2 Communications Committee.

The Communications committee is responsible for communicating current employment opportunities to the membership, oversight of the website, submitting monthly summaries of organization activities to ASHRM for inclusion in their newsletter, and publishing the SCAHRM newsletter.

Section 8.2.3 Education Committee.

The Education committee chairperson shall be the Vice-president/president-elect. The committee is responsible for providing regular and annual educational programs, establishing educational resources for the membership, maintaining documentation of continuing education units, developing scholarship programs for the membership, and maintaining and preparing necessary educational documents for submission for annual chapter recognition awards consideration by ASHRM.

Section 8.2.4 Ethics Committee (Ad Hoc). 

The Ethics Committee is an ad hoc committee convened upon request of the Board.  The Ethics committee is responsible for advising the BBoard in policies and matters concerning professional responsibility as specified in the Bylaws, the Conflict of Interest Policy and any other matter which may be referred to it by the Board and shall be composed of no fewer than four (4) regular members, one of whom shall be the President, as an ex officio member.

Section 8.2.5 Membership Committee.

The Membership committee is responsible for overseeing the membership of the Association, including: recruitment and retention of members, approving all applications for membership, collecting dues for submission to the Treasurer, developing and publishing the annual membership roster, sending and processing membership renewal notices, and providing membership services as directed by the Board of Directors.

Section 8.2.6  Public Relations and Marketing Committee.

The Public Relations and Marketing committee is responsible for promoting and maintaining collaborative relationships between SCAHRM and the healthcare industry at large, including but not limited to ASHRM, California Society of Healthcare Risk Management, and other affiliated organizations.

Section 8.2.7 Nominating Committee.

The Nominating committee shall be composed of no fewer than five (5) members, four (4) of whom shall be elected and the Immediate Past President who shall be the committee chair.

            Section The Nominating committee chair shall determine the upcoming open        positions and shall put out a general call requesting nominees for the  open positions             for Officers, Members at Large and Nominating Committee.

            Section The committee shall determine nominee eligibility and contact all             eligible nominees and request the nominee complete and return a biographical information form and a statement of professional objectives form to the Nominating committee.

            Section The committee shall prepare a ballot listing candidates for election          to be submitted to each regular member of the organization. The ballot shall include         candidate biographical information. The             final ballot shall include space for write-in   candidates. The ballots shall be             returned at a date recommended by the committee.

            Section Ballots shall be counted and votes shall be tabulated by no less than      two members of the Nominating committee. The results of the election shall be          reported to the general membership at the Annual Conference. The candidates who are      elected             shall be the nominees with the highest number of returned votes for that       position .


Section 9.1 Compensation.

All elected Directors and Officers serve as volunteer members of the Board and therefore are not subject to compensation for any and all organization services or activities in which the Director participates. Directors and members of Committees of the Board may be reimbursed for out-of-pocket expenses in conjunction with activities of the organization, as the Board may establish by resolution to be just and reasonable.

Section 9.2 Use of Assets.

No part of the assets, receipts or net earnings of the organization shall inure to the benefit of any Director, Officer, member or any private individual. No part of the income of the organization shall be distributed to its members, Directors or Officers and that reimbursement for services rendered shall not be deemed a distribution of income.

Section 9.3 Limitation of Powers.

No Director, Officer, employee or agent of this organization shall contract or engage, pledge its credit or render it liable for any purpose or to any amount unless expressly authorized by the Board of Directors. The organization shall not knowingly provide support of, participate in or intervene in any political campaign on behalf of any candidate for public office.

Section 9.4 Indemnification of Agents of SCAHRM.

The organization may indemnify any person who was or is a party or is threatened to be made a party to any legal proceeding because that person is or was a Director, Officer, or member of a committee of the organization including expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding. The organization may advance expenses in connection with such an action, , unless a judgment or other adjudication shall establish that such claim arose or resulted from any dishonest, fraudulent, criminal, malicious or knowingly wrongful act of such person.

Section 9.5 Liability Insurance.

The organization may purchase and maintain insurance on behalf of any Director or Officer of the organization against any liability asserted against or incurred by such person in his or her capacity or position.

Section 9.6 Standing Rules.

Standing rules of practice consistent with the Articles of Incorporation and the Bylaws may be prescribed from time to time by the Board in order to facilitate and expedite the business of SCAHRM. These rules shall be the Standing Rules of SCAHRM and may be amended, revised or deleted at any regular or special meeting of the Board by a majority vote providing a quorum is present. Each such Rule shall bear the date of such action.

Section 9.7 Rules of Procedure.

Except as otherwise provided herein, Robert's Rules of Order Newly Revised, shall be the authority in all matters of Parliamentary Procedure.  

Section 9.8 Nonprofit Status.

The organization is organized exclusively for the purposes within the meaning of Section 501 (c) (6) of the Internal Revenue Code. Notwithstanding any other provisions of these articles, the organization shall not carry on any other activities not permitted to be carried on under the Internal Revenue Code.

Section 9.9 Bylaws Review

These bylaws shall be reviewed regularly at least every second year.



These Bylaws may be amended by a two-thirds vote of the regular members of SCAHRM responding in accordance with the deadline specified in the ballot.  The proposed amendments shall have been submitted in writing, facsimiled or sent electronically to the members at least thirty (30) days prior to the vote.  Amendments may be proposed by the Board or by any regular member subsequent to approval by the Board.



These Bylaws shall be in full force and effective immediately upon adoption and shall supersede and render null and void any existing Bylaws of the organization.


Dated: March, 2013



Secretary Signature




Revised/Approved by Membership - October 1998
Revised/Approved by Membership - May 1999
Revised/Approved by Membership – May 2001
Revised/Approved by Membership – January 2002
Revised/Approved by Membership - August 2003
Revised/Approved by Membership – November 2007
Reviewed/Amended – April 2010
Revised/Approved by Membership – July 2012
Revised/Approved by Membership – March 2013


SCAHRM on the Seas
SCAHRM on the Seas DATE: February 1, 2018 - 4, 2018
TIME: 12:00PM
SCAHRM on the Seas SCAHRM 38th Annual Educational Conference
SCAHRM 38th Annual Educational Conference DATE: May 2, 2018 - 4, 2018
TIME: 1:00PM
SCAHRM 38th Annual Educational Conference

I:     Name and Location

II:    Purpose

III:   Membership

IV:    Meetings

V:     Board of Directors

VI:    Elections

VII:   Duties of Officers & Board Members-at-Large

VIII: Committees

IX:    Miscellaneous

X:     Amendments

XI:    Ratification