Bylaws of the Healthcare Users Group, Inc.

Article I. Name
The name of the Corporation shall be the HealthCare Users Group, Inc., a non-union, non-profit, voluntary corporation, incorporated under the laws of New Hampshire. This Corporation is also known as HUG and will be referred to as such in this document.  DST Health Solutions, Inc. will be referred to as DST in this document.  The business address shall be the business address of HUG, or established by the treasurer.

Article II. Objective
The objectives of HUG shall be:

  1. To, first and foremost, act in the collective best interest of its membership.
  2. To provide conferences and forums for mutual support of its membership with respect to the business of Health insurance and the operations and administration of Healthcare information systems licensed from DST.
  3. TTo act as a catalyst to promote business requirements of the HUG membership to DST and vendors who provide integrated software or related business services.
  4. To work with DST to improve the quality of the software it licenses.
  5. e. To advocate, on behalf of the membership, for mutually beneficial enhancements, modifications, or changes in DST customer service practices.

Article III. Membership
Section 1
Membership is limited to DST clients who have licensed, or are under contract to use, a DST software product.

  1. Active voting membership shall consist of members that have either paid or have agreed to pay their annual dues.  In addition, DST is granted one non-voting membership without annual dues.

Section 2

  1. Each member representative attending a User Group meeting is required to pay the appropriate registration fee for the meeting, as established by the Board.
  2. Potential DST clients may be invited to User Group meetings based on a majority vote by the HUG Board of Directors, provided they pay the set conference fee.  Once a client has purchased a DST product, they must pay the membership dues and conference fee or the higher non-member conference fee to attend.
  3. Organizations eligible to become members, but have not registered as members, will be invited to User Group meetings.  Non-Members' registration fees will not be discounted.
  4. The HUG Board of Directors may occasionally invite others to attend conferences at their discretion.

Section 3
Application shall be made to the users group and will be considered active and in good standing upon payment of annual dues. Membership is on an organizational, rather than an individual basis. (See Standing Rule #1.)

Article IV. Officers
Section 1
The officers of this organization shall be the President, Vice President (PowerMHC), Vice President (PowerMHS), Vice President (PowerSTEPP), Vice President (AMISYS), Secretary and Treasurer and shall be directed by the duties outlined in Standing Rule #2.  For 2007- 2011, an officer position of AMISYS Past Chairman is added to integrate the AMISYS Users Group into HUG.

Section 2
Nominations for officers from the active members in good standing will be made at the annual meeting.  Alternative methods of soliciting nominations may be agreed upon by the board from year to year, including soliciting nominees via E-mail prior to the annual meeting.

Section 3
The officers shall be elected from the active members in good standing by active members in good standing at the annual meeting for two year terms or until their successors are elected. The President, Vice President (PowerMHC), Vice President (AMISYS)  and Secretary shall be elected in even numbered years, except for the first term of the Vice President (AMISYS) which will be in an odd number year and run for one year.  The Vice President (PowerMHS), Vice President (PowerSTEPP) and Treasurer shall be elected in odd numbered years. Their terms of office shall begin on June 1 of the year in which they are elected. There shall be one vote per member organization.  A majority vote shall elect.

The order of voting shall be such that an individual may be nominated to participate on multiple ballots.  The hierarchy of voting shall be sequential as follows:  President, Vice-President (all products), Secretary, Treasurer, and at-large member(s).  In the event a candidate is nominated for multiple positions, they will remain eligible for subsequent positions provided they do not exceed the member organization limits established in Section 4.

In the even numbered years, the Treasurer will lead the election process.  In the odd numbered years, the Secretary will lead.  An election committee will be established by board member positions that are not up for election for the applicable year.  The purpose of the election committee is to assist in the election process and supervise the ballot counting.

Section 4
No member organization shall hold more than one office at a time.  Officers may succeed themselves.

Section 5
If a vacancy occurs before the end of a term (except for the office of President), that vacancy shall be temporarily filled through appointment by the Board. This appointment will serve until the end of the normal office cycle.

A vacancy in the office of President shall be filled by the currently serving Vice President (PowerMHC or PowerMHS, PowerSTEPP or AMISYS) who has the longest tenure as Vice President. In the event that two Vice Presidents (PowerMHC, PowerMHS,  PowerSTEPP or AMISYS) have the same tenure as Vice President, the office of President shall be filled by a vote of the Board members.

Section 6
An officer may be removed from office upon a unanimous vote of the remaining board members. Causes for removal from office are change in active member status; non-performance of officer duties and commission of acts harmful or discrediting to the Corporation.

Section 7
The Corporation may, as determined by the Board, indemnify and advance expenses to a director, officer, employee or agent in connection with any proceeding to the extent permitted by New Hampshire Statute. Directors of the Corporation shall not be liable for any monetary damages for breach of fiduciary duty, except to the degree that such immunity from liability is expressly limited or conditioned by the statutes of the State of New Hampshire.

Article V. Meetings
Section 1
HUG will hold its combined PowerMHC, PowerMHS, PowerSTEPP and AMISYS meeting annually, generally in April or May. In addition, bi-annual or quarterly meetings, depending on member interest, shall be held. The HUG board will select a sight that is convenient to most of its membership and to DST.

Section 2
The fiscal year shall begin on June 1 and end on May 31. Annual dues will be assessed to cover the same period as the fiscal year.  The regular Spring meeting shall be known as the annual meeting and shall include electing two or three officers and one or two board members, establishing committees and committee chairpersons, amending bylaws as needed and for any other business that may arise.

Section 3
One-third of the active membership shall constitute a quorum at any meeting. If a quorum is not met at an annual meeting, voting may be held by proxy.

Article VI. The Board of Directors
Section 1
The Board of Directors shall be made up of the officers and a minimum of six additional board seats. 

Section 2
Four of the additional board seats are to be elected from the active members in good standing. One of these board seats is to be filled by a member whose organization is a user of DST’s PowerMHC or related products. Another of these four board seats is to be filled by a member whose organization is a user of DST’s PowerMHS or related products. Another of these four board seats is to be filled by a member whose organization is a user of DST’s PowerSTEPP or related products. The remaining board seat is to be filled by a member whose organization is a user of DST’s AMISYS or related products. (See Standing Rule #2 for additional information.) These four board seats are to be elected in years alternating from those that the corresponding Vice President positions are elected, except for the first election of an AMISYS member, which will be elected at the same time as the VP position.

The fifth board seat is a Member-at-Large reserved for the previous President of the Corporation in order to provide continuity in Board activities.  If the past President is unavailable, or the President succeeds him or herself, this fifth board seat is to be appointed by the Officers and approved by a majority vote of the board.

The sixth board seat is to be permanently filled by the President of DST or their designee, upon approval of the Board of Directors. Representatives of DST may hold no other board seats.

Additional Member-at-Large board seats will be appointed on an annual basis to ensure that each product line has a minimum of 3 representatives on the board.  These appointments will be made at the Officers discretion after general elections are held and product line distribution is established for the coming year.  These appointments will be for one-year terms beginning June 1, with the option for a second year extension based on the product line representation established after each election period.
           
Section 3
The board members, other than the Member-at-Large and the DST Representative shall be elected from the active members in good standing by active members in good standing at the annual meeting for two year terms or until their successors are elected. Their terms of office shall begin on June 1 of the year in which they are elected. There shall be one vote per member organization.  A majority vote shall elect.

Section 4
No member organization shall hold more than one office at a time.  Members may succeed themselves.

Section 5
If a vacancy occurs before the end of a term (except for the office of President), that vacancy shall be temporarily filled through appointment by the Board. This appointment will serve until the end of the normal office cycle.

Section 6
The Board shall have general supervision of the affairs of the Corporation, provide leadership and planning, make recommendations to the membership and perform such duties as specified. The Board shall be subject to the orders of the membership and none of its acts shall conflict with action taken by the Corporation.

Section 7
Active member organizations may hold up to two seats on the Board, if elected, but may only hold one officer position per organization.  Multiple active member organizations that are affiliated and/or share 80% or more common ownership may only hold a maximum of two board seats of which only one officer position may be held at any one time.

Article VII. Committees
Section 1
The President, with approval of the Board, shall appoint other committees as needed.

Section 2 Special Interest Groups
The HUG board shall recognize special interest groups (SIGs) formed by its membership.  A SIG is a group of individuals from member organizations that have a similar interest or business need that will benefit from the exchange of ideas and information. SIGs will generally meet via conference calls and communicate via e-mail.  A member or members can form a SIG by petition to the board of directors with a description of the purpose of the group. Approved groups will be supported by HUG in the following ways:

  1. HUG will ensure that a conference call service is available to support SIG interaction. 
  2. HUG will provide meeting space and time for SIGs to meet at user group meetings.
  3. HUG will advertise the opportunities to join SIGs on a regular basis.
  4. Each SIG will be asked to provide a written report on their activities at the annual meeting.

Article VIII. Parliamentary Authorization
The rules contained in the current edition of Roberts' Rules of Order, shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any standing rule or special rules of order the membership may adopt.

Article IX. Dissolution
To affect dissolution of this Corporation, these bylaws shall be rescinded by unanimous vote of the active membership in good standing; notice having been mailed to each active member of record. All assets shall go to welfare, educational or civic projects or ones designated by the membership pursuant to Section 501 (C) of the Internal Revenue Code and New Hampshire Statute.

Article X. Amendments
The bylaws may be amended by a two-thirds vote of the active membership in good standing present at the annual meeting of the Corporation. Written notice of proposed amendments shall be given to the Board at least 30 days prior to the next scheduled meeting.

Proposed amendments to the bylaws are to be promulgated to the active membership before any meeting during which the proposals will be voted upon.

Article XI. Code of Conduct
HUG exists for the benefit of its members. Use of membership lists for purposes other than to meet the objectives of the group is prohibited. Unless agreed upon by majority membership vote, sale of this list is strictly prohibited.

The Board does not condone recruiting other members of HUG for employment at HUG meetings. HUG members agree to keep HUG business confidential and will not use information obtained through HUG activity to the detriment of other members .

Article XII. HUG’s relationship with DST
As a statement of understanding, HUG and DST agree to the following statements of relationship:

  1. HUG will endeavor to maintain a positive and productive business relationship with DST.
  2. HUG agrees not take action that, in the majority opinion of board members will undermine DST’s direct business interests.
  3. DST agrees not to take action that, in the majority opinion of the board members will undermine the purpose or existence of HUG.
  4. DST and HUG will agree to a statement of roles and responsibilities with respect to conferences and will review that agreement as needed.



Standing Rules of the HealthCare Users Group, Inc.

  1. Dues/Fees
    1. Annual dues shall be payable per member organization at an amount established by the Board. No additional assessment for multiple participants will be made. However, only one vote per active member organization is permitted.
    2. Meeting registration and accommodation fees for the Board of Directors will be charged per participant. At the discretion of the Executive Committee, registration and accommodation fees may be paid for wholly or in part by the Corporation.
  2. Officers
    1. The President shall preside over all meetings, direct functions of the Corporation and act as chairperson of the Board. The President shall also chair the Nominations and Meeting Committees.
    2. The Vice Presidents shall assist the President and shall act as liaison between the committees and the Board.

      The Vice President (PowerMHC) shall represent an organization that is a user of MHC and/or any successor or related product.

      The Vice President (PowerMHS), representing an organization that is a user of MHS and/or any successor or related product.

      The Vice President (PowerSTEPP), representing an organization that is a user of powerSTEPP and/or any successor or related product.

      The Vice President (AMISYS), representing an organization that is a user of AMISYS and/or any successor or related product.

    1. The Secretary shall be the recording officer and custodian of records. Under the direction of the President, Board or membership, the Secretary shall conduct the general correspondence of the Corporation and shall maintain the minutes of all meetings.
    2. The Treasurer shall be the custodian of all funds of the Corporation, shall provide a meeting budget and shall receive all monies and disburse the funds at the direction of the Board or membership. The Treasurer shall be responsible for the collection of membership dues and shall present a financial report to active members at each Annual meeting. The Treasurer must be located within the continental United States.
  3. Board Members
    1. The PowerMHC board member will be from an organization that is a user of PowerMHC and/or any successor or related product.
    2. The PowerMHS board member will be from an organization that is a user of PowerMHS and/or any successor or related product.
    3. The PowerSTEPP board member will be from an organization that is a user of PowerSTEPP and/or any successor or related product.
    4. The AMISYS board member will be from an organization that is a user of AMISYS and/or any successor or related product.
  4. Amendment
    1. A standing rule may be suspended, amended, or adopted at any meeting by a majority vote or may be amended or received by a two-thirds vote.  No standing rule can be adopted which conflicts with the bylaws of the Corporation.
    2. Amendments to standing rules recommended by the Board are to be promulgated to the membership prior to any membership meeting during which the proposals will be voted upon.
  5. Special Interest Groups
    1. Individuals must belong to member organization to participate in a HUG sponsored SIG.
    2. SIGs are formed for the benefit of HUG member and activities of SIGs must not detract from the objectives of HUG.
    3. The code of conduct outlined in the HUG by-laws applies to SIGs
    4. HUG sponsored SIG Conference calls and meetings should be conducted with the purpose of meeting the SIG’s objectives.

Procedures

  1. An individual or individuals from member organization petition the HUG board to form a SIG by Email to a HUG board member with a description of the purpose of the SIG. The HUG board will review and if appropriate approve the formation of the SIG. The Board will canvass the User group members via E-mail inviting them to join the newly formed SIG. DST will be allowed to include at least one participant in the SIG.  Additional DST staff may be included at the discretion of the SIG participants.
  2. Each SIG group must have a moderator. The moderator on newly formed group would, most likely, be the individual who requested the group. The moderator is responsible for maintaining the membership list, coordinating activities, and conducting meetings.
  3. The moderator will be authorized to schedule conference calls on HUG’s conference call service and will be responsible to insure that these calls, in fact, conduct SIG business.
  4. The moderator is responsible for maintaining the SIGs membership list.
  5. The members of the SIG will set the groups agenda.
  6. The Board will maintain a list of SIGs and moderators and will direct people to the appropriate moderator when they want to join a SIG already formed.
  7. SIGs may be formed specifically to achieve a joint customer/DST objective.
  8. Special time will be set-aside at user group meeting for SIGs to meet in person. They shall also have an opportunity to present/report to the group when they have something of global interest to share.

 

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