HOA Bylaws

The mission of the House Officers’ Association is to improve patient care and graduate medical education by facilitating communication between Oregon Health and Science University (OHSU) Interns and Residents (hereinafter “house officers”) and OHSU.  As a representative organization serving the house officers, the House Officers’ Association will advocate for and voice the views, needs and concerns of its Members on training and patient care matters to the Graduate Medical Education program of OHSU and the OHSU Hospital.

ARTICLE II.

MEMBERSHIP

All OHSU house officers with an active appointment to a School of Medicine Department of OHSU may become Members in the House Officers Association.  

ARTICLE III.

BOARD OF REPRESENTATIVES

Section 1.    Function

The Board shall manage the business and affairs of the Association.  The Board may by resolution delegate to committees, including an Executive Committee, such powers and functions as they may designate from time to time.  

Section 2.    Number

The Board shall consist of at least 15 but not more than 40 Representatives.  Representatives must be Members of the Association.  The Members in each School of Medicine Department shall have the right to elect a number of Representatives from that Department that is approximately equal to 5% (rounded up) of the total number of house officers with active appointments to that Department, but in no case shall any Department have less than one Representative.  The Department configuration and initial number of Representatives is reflected in Exhibit 1 to these Bylaws.   

Section 3.    Term

a.    There shall be no limit on the number of terms that a Representative may serve, though most representatives will likely serve 1-2 year terms.

Section 4.    Election Procedure

All Representatives shall be elected from the Department in which they have their active appointment according to an open and democratic process.  All Members of that Department shall be given a fair opportunity to seek election as a Representative from their Department and to vote for Representatives.

Section 5.    Resignation of Representatives

Any Representative of the Association may resign from such position by delivering written notice of the resignation to the Board, the Chair or Secretary.  Any Representative whose appointment to OHSU is terminated as a house officer by graduation or otherwise shall, effective on the date of such termination, automatically be removed as a Representative.

Section 6.    Vacancies

In the event of a vacancy, the Board shall notify the Members of the Department of the vacancy and request that the Members in that Department appoint an interim Representative for the remainder of the term.

ARTICLE IV

Section 1.    Regular Meetings

The Board shall hold meetings every other month or more or less often as necessary.  The Board shall designate by its own resolution such dates, times and places as it may choose for such meetings; provided, however, the annual meeting of the Board shall be held not later than 90 days following the beginning of the OHSU fiscal year.  Notice of a regular meeting of the Board shall be mailed, electronically mailed, hand-delivered or given verbally to each Representative not less than 10 business days prior to the meeting.  The notification shall include the date, time, place and agenda of the special meeting.  

Section 2.    Special Meetings

Special meetings of the Board may be called by the Chair and must be called by the Chair upon the written request of at least two Representatives.  Notice of a special meeting of the Board shall be mailed, electronically mailed, hand-delivered or given verbally to each Representative not less than three business days prior to the meeting.  The notification shall include the date, time, place and agenda of the special meeting.  

Section 3.    Quorum

A minimum of ten of the Representatives in office immediately before the meeting begins shall constitute a quorum at any meeting.  When a quorum is present, the vote of the majority of the Representatives at such meeting shall be the act of the Board.  Voting by electronic means prior to the meeting shall be allowed, but will not count towards a quorum.

Section 4.    Telephonic or Electronic Meetings

The Board of Representatives may permit any or all Representatives to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all Representatives participating may simultaneously hear each other during the meeting.  A Representative participating in a meeting by this means is deemed to be present in person at the meeting.

Section 5.    Action By Representatives Without A Meeting

Any action required to be taken at a meeting of the Representatives of this Association, or any other action which may be taken at a meeting of the Representatives, may be taken without a meeting if a consent in writing setting forth the actions so taken shall be signed by all the Representatives entitled to vote with respect to the subject matter thereof.  Such consent shall have the same effect and force as a unanimous vote of said Representatives.

Section 6.    Attendance at Meetings.

        All Representatives are expected to attend Board meetings and committee meetings for those committees to which they have been appointed.  Two absences from a Board meeting or committee meeting shall be grounds for removal of the Representative by the Board at a Regular or Special meeting of the Board.  Members are entitled to attend any Regular, Special or committee meeting of the Association.

ARTICLE V.

Section 1.    Officers

The Officers of the Association shall be a Chair, a Vice Chair, a Secretary and a Treasurer.  Each Officer shall be elected by the Board at its annual meeting from among the Representatives.  Each Officer shall serve for a term of one year.  Officers shall assume their respective duties immediately upon election.  

Section 2.    Duties of Officers

a.  Chair - The Chair shall preside over all meetings of the Board and shall discharge such other duties as may be prescribed from time to time by the Board.  Two people may share this position as ratified by the representatives.
b.   Vice Chair – The Vice Chair shall preside over all meetings of the Board and discharge other duties as may be prescribed by the Board in the absence of the Chair.
c.    Secretary/Treasurer - The Secretary shall keep or cause to be kept the minutes of the meetings of the Board and of any standing or temporary committees thereof; shall be responsible for the timely preparation and delivery of all notices to be given in accordance with the provisions of these Bylaws, shall be custodian of the records and shall report to the Board any unexcused absence of Representatives from Regular, Special or assigned committee meetings.  The Treasurer shall deposit all funds in the name of the Association in such bank or banks as the Board shall by resolution specify and shall keep proper account books.  This position may be split into a Secretary and  Treasurer in the future if so deemed by the Board.

Section 3.    Other Officers

The Board may create by resolution such additional and special Officers as may be considered necessary or desirable in addition to those hereinabove described.  The appointment, tenure, removal and succession of persons to hold such offices shall be as the Board shall provide.

Section 4.    Resignation or Removal of Officers

Any Officer of the Association may resign from such position by delivering written notice of the resignation to the Board.  The Board, with or without cause, may remove any Officer elected or appointed by the Board when in its judgment the best interests of the Association would be served thereby.   Any Officer whose appointment to OHSU as a house officer is terminated by graduation or otherwise, shall, effective on the date of such termination, is removed automatically as a Representative.

Section 5.    Vacancies

Vacancies in any office caused by any reason shall be filled by the Board at any meeting by selecting a suitable and qualified person to act during the unexpired term.

ARTICLE VI.

AMENDMENTS

These Bylaws may be amended by a majority vote of the Board then in office at any regular or special meeting of the Board provided the notice given for such meeting indicates that such amendments will be considered.

ARTICLE VII

COMMITTEES

Section 1.    Committees of the Board of Representatives.

A majority of the Board of Representatives in office may create one or more committees of the Board of Representatives.  The Board of Representatives may appoint Representatives of the Board to serve on them or designate the method of selecting committee members.  Each committee shall consist of two or more Representatives of the Board.  Such committees may exercise the authority of the Board subject to limitations imposed by the Act, the Article of Association or these Bylaws.

Section 2.    Executive Committee.

a.    The Board of Representatives may establish an Executive Committee.  The Executive Committee shall exercise the full power of the Board in the management of the Association during periods of adjournment of the Board, subject to limitations imposed by the Act, the Articles of Association, these Bylaws or resolution duly adopted by the Board of Representatives.
b.    The Executive Committee shall consist of the Officers of the Association and such Representatives of the Board as may be elected by a majority vote of the Board.  Any member of the Executive Committee who is not an Officer of the Association shall serve for a term of one (1) years.  
c.    Any actions of the Executive Committee requiring board approval must be submitted to the Board of Representatives for ratification at the next meeting.  The presence of a majority of the Executive Committee shall constitute a quorum for the transaction of business.  A majority of the total votes cast shall decide all issues.

Section 3.    Ad Hoc Committees.

The Board may establish or dissolve ad hoc committees and may appoint the Chair of each ad hoc committee.  The Chair and ad hoc committee members need not be Representatives of the Board.

Section 4.    Action by Committees.

Except as otherwise provided in this Article , the provisions in Article III of these Bylaws governing meetings, action without meetings, notice and waiver of notice and quorum and voting requirements of the Board of Representatives apply to the committees and their members.

Section 5.    Representation at OHSU committees

If OHSU invites the Association to participate in OHSU committees, then a nominating committee consisting of the Officers and such Representatives of the Board selected by the Board shall appoint Representatives to serve on such committees.

IDENTIFICATION

        I hereby certify that I was the Secretary of the organizing meeting of the House Officers Association and that the foregoing Bylaws in six typewritten pages numbered consecutively from 1 to 6 were and are the Bylaws adopted by the organizers of the Association at that meeting.


                                ______________________________
                                Name:
                                Secretary