BlogOrganizational Management The Foolproof Guide to Healthcare Association Bylaws + 3 Top Examples! Organizational Management The Foolproof Guide to Healthcare Association Bylaws + 3 Top Examples! Author: Marlena Moore October 13, 2023 Contents 🕑 9 min read If you’re just starting out a health association, then it’s essential to have all of your paperwork in order. One of the most important documents to get set up is your healthcare association bylaws! What Are Bylaws For Healthcare Associations? Association bylaws serve as the guide for your organization’s internal operations. They include all of the rules, regulations and processes that manage your association’s day-to-day operations. In simple terms, think of bylaws as your operating manual! Bylaws are designed to help you: Establish a solid foundational structure Save time with pre-approved operational standards Have a guidebook when confusing or tough situations arise Build your internal culture All sorts of associations have bylaws—what makes healthcare associations unique is the provisions they pass for their unique needs. Bylaws vs. Articles of Incorporation vs. Policies & Procedures If you’ve been doing some research about association bylaws, chances are you’ve bumped into a few other key documents as well! Let’s break down what each one means: Association Bylaws As we said, association bylaws are your internal operating manual. While they’re a very foundational document, they don’t have to be filed with the state. Typically, this document covers information like: Your healthcare association’s internal structure Roles and responsibilities of board members Key decision-making processes Meeting and voting procedures Rules for amending bylaws And more that we’ll cover below! While this document should be available to anyone who asks about it, it’s mostly useful for the board of directors. Articles of Incorporation Articles of incorporation are a legal document that must be filed with the state in order to become an incorporated entity. It’s possible to run an unincorporated association, but filing these documents makes it possible to get tax-exempt status. Policies & Procedures Similar to your association bylaws, your Policies & Procedures Handbook is another internal manual. Where the bylaws are mostly for board consultation, your policies and procedures are a resource for your volunteers. This manual breaks down the details of: Hiring practices Job descriptions Human resources Program delivery Financial management Conflict resolution (prior to board escalation) Best of all, these policies are easy to modify! How to Write Bylaws for Healthcare Associations As you look through examples of bylaws for healthcare associations, all of the details might look a little overwhelming. Don’t get disheartened—we’ve broken down the strategy for writing bylaws into a few simple steps! Hold a board meeting to assign responsibility for drafting the bylaws. If someone has experience (or just a burst of passion!), this can become their domain—but it’s always possible to form a committee if you’ve got the manpower. Research other healthcare association bylaws to get an idea of what your comrades and competitors are doing. Look for associations that are similar to yours in particular! Outline your bylaws based on the sections and components that are typically included and seem most relevant to your organization. Fill in the blanks and identify your knowledge gaps. Put in as much information as makes sense to you, and then highlight and annotate away. Any questions you have can be brought to your board of directors, or you can… Review your draft with a professional. Finding a lawyer or consultant to take a look at your bylaws takes the pressure off of worrying if you’ve missed anything. Amending bylaws is possible once they’ve been passed, but it’s always nice to save the inconvenience. Make adjustments and finalize your bylaws with the board. Once you’ve got a draft that feels complete, bring it to your board! They can give your bylaws a final review before officially passing them. What to Include in Your Healthcare Association Bylaws Seeing as your health association bylaws lay out how your organization will run on a daily level, it’s important to have all of your bases covered. Here are some common components of association bylaws for you to consider including: Name Along with documenting your legally registered association name, you should also make note of any abbreviations you use. For example, the Ontario Public Health Association would identify that it also goes by “OPHA.” Corporate Address Even if you work remotely, it’s important to have a registered address where your corporate records are stored—including your association bylaws! This is also usually where your registered agent will be available to collect any legal correspondence. Purpose Want to get clear on what your health association’s purpose is? Take a look at your mission statement! Clearly outlining the purpose of your association keeps you on track as you grow and evolve. This information is also essential for things like tax exemption. Check out these examples of nonprofit purposes from the IRS to find where you fit in. Board Structure In order for your board of directors to operate effectively, there have to be a few clear structures in place, including: Maximum and minimum number of board members Restrictions around roles (for example, nonprofits in Texas cannot have the same person fill the role of President and Secretary!) Overarching board powers Qualifications If there is any compensation Elections requirements (frequency of elections, term limits) Process and conditions of removal How to call emergency meetings With these structural rules in place, your next section should break down… Roles & Responsibilities of Board Members and Officers This is the section where you list out the different roles of board members and their unique board responsibilities. For example, your board’s: Chairperson is responsible for leading meetings, setting goals, working closely with the executive officer, holding other members accountable and creating committees. Vice chair is expected to work closely with the Chair so they can act as Chair when needed. They also have responsibilities like supporting HR for hiring. Secretary is in charge of scheduling regular board meetings, taking accurate and legally compliant board meeting minutes, orienting new members and more. Treasurer handles the budget, filing taxes, conducting and reviewing your association’s annual audits and looking at the financial statements to advise on large financial decisions. Be sure to also list the responsibilities that apply across the board (get it?), including: Using their expertise to network and offer valuable perspectives Sharing insight and vote at meetings Owning their legal responsibilities Following the duties of care, loyalty and obedience Committees Committees are typically formed by the chair when certain programs need special attention from a group of passionate volunteers. Depending on their focus, committees can either be temporary or permanent. When it comes to committees, your healthcare association bylaws should note: What committees already exist How to make more committees Any requirements or restrictions Procedures for dissolving committees Membership Members will be a major part of running your healthcare association, so you should have a thorough section in your bylaws that covers: Membership eligibility Member rights The rough shape of your membership model Process for collecting association dues Voting rights Any meeting attendance requirements Procedure for terminating membership Meetings Your bylaws’ section on meetings should include information about: The types of meetings there are (quarterly, annual, special, etc.) The number of members or board members required to reach quorum Who is allowed to attend what meetings How to manage when special meetings arrive Voting procedures (for example: the number of votes required to pass a motion, or when a unanimous vs majority vote is required) Bookkeeping and financial records One of the best things you can do for your organization is have clear processes when it comes to your financial records. In this section of your healthcare association bylaws, include details on: How financial records will be kept When audits will be held If you accept gifts How you process payments (and who processes them!) Your bank information Your fiscal year Where your records are stored Indemnification of board members Your board member indemnification clause is there to limit the personal liability of board members. Basically, if legal trouble sprouts up for your association, it keeps board members from being held personally responsible! This section will also lay out some compensation arrangements for directors, officers and employees in case trouble arises. Conflict of interest policy The conflict of interest policy lays out clear guidelines on: What qualifies as a conflict of interest The process for managing these conflicts The requirement for board members and staff to report conflicts of interest Depending on how detailed your policy gets, you can always write it as a separate document—if you go that route, make a note of it in your bylaws! Amendment of bylaws All things change, including your bylaws. Association bylaws should be way easier to amend than your articles of incorporation. Come up with a simple, straightforward procedure like a majority vote at a quarterly meeting to protect you from bureaucratic frustrations down the line. 3 Top Examples of Bylaws for Healthcare Associations Here are 3 real examples of bylaws for healthcare associations in the United States: American Psychological Association The APA is a healthcare association that is the leading scientific and professional organization representing psychology in the United States. It has more than 146,000 researchers, educators, clinicians, consultants and students as its members. The components of its bylaws include: Article I — Objects Article II — Membership Article III — Bill of Rights for Members Article IV — Power and Functions of the Council of Representatives Article V — Composition of the Council of Representatives Article VI — Divisions Article VII — Board of Directors Article VIII — Leaders of the Board/Officers of the Association Article IX — Corporate Seal Article X — Nominations and Elections Article XI — Boards and Committees Article XII — Regional Psychological Associations Article XIII — State and Provincial Psychological Associations Article XIV — Ethnic Minority Psychological Associations Article XV — Affiliation of Other Organizations with the Association Article XVI— Affiliation of the Association with Other Organizations Article XVII — Central Office Article XVIII — Publications Article XIX — Annual Convention Article XX — Dues and Subscriptions Article XXI — Amendments The APA’s Governance page also includes a list of its Rules, which are relatively easy to change compared to the bylaws which “can only be amended by vote of the membership, and have remained fundamentally unchanged since they were ratified by the members a half-century ago.” American Public Health Association The APHA is a 150 year old healthcare association that champions the health of all people and all communities with a broad-based member community. This association’s bylaws include sections on: Article I — Name Article II — Object Article III — Membership Article IV — Officers Article V — Governing Council Article VI — Executive Board Article VII — Boards Article VIII — Standing Committees Article IX — Constituent and Affiliated Groups Article X — Dues and Finances Article XI — Publications Article XII — Meetings Article XIII — Parliamentary Authority Article XIV — Amendments Multiple articles also include detailed subsections to clearly break up the information. American Society for Microbiology The ASM is a healthcare association that strives to represent the interests of its membership and the field of microbiology. It is governed by bylaws and members who volunteer to lead the organization. The components of its bylaws include: Article I — Name Article II — Purpose Article III — Membership Article IV — Meetings Article V —Officers Article VI — Board of Directors Article VII — Council on Microbial Sciences Article VIII — Chief Executive Officer (CEO) Article IX — Divisions/Special Interest Groups Article X — American Academy of Microbiology Article XI — Standing Committees of the Board of Directors Article XII — Regional Psychological Associations Article XIII — Fiscal Year Article XIV — Amendments Article XV — Policies and Procedures Article XVI— Indemnification Article XVII — Transition Provisions This is a fantastic example of clear and concise bylaws that break information into easy-to-follow sections and subsections! FAQ Here are some frequently asked questions about health association bylaws: Are bylaws legally binding? Yes, your association’s bylaws are considered legally binding documents. How are medical staff bylaws different from healthcare association bylaws? Medical staff bylaws are designed for healthcare providers in hospital settings to reference, and healthcare association bylaws are the operational structures for health associations. As bylaws, both of them lay out the rules and expectations of their respective organizations! How does amending bylaws work for associations? Amending bylaws for associations depends on the organization’s individual procedures (which will be in the Bylaw Amendment section of the bylaws themselves!). Typically, it happens through a majority vote. Do you need to file bylaws with the state? No, you do not need to file bylaws with the state. Should healthcare associations make their bylaws public? It isn’t necessary for healthcare associations to post their bylaws publicly, but we would recommend it! Having your bylaws in their own section of your branded website provides people with transparency on how your organization operates—and transparency is the first step in building trust. Reviewing Your Healthcare Associations’ Bylaws We hope this blog has helped demystify the process of writing bylaws for your association! Congratulations on getting one step closer to making your vision a reality. And hey, once your paperwork is done and you’re preparing to kick off, check out what WildApricot has to offer! Our award-winning membership management software can help your association: Streamline and automate member communications Build a beautiful website Create a thorough member database Securely process member dues And more! Sign up for your 60-day free trial today to explore all we can do to help your healthcare association thrive. 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