AHCA/NCAL Governance Duties, Rules and Election Information

Duties of the AHCA Officers

1. Preside at meetings of the Executive Committee, the Board of Governors, and the Council of States and the annual business of the member facilities unless the AHCA Chair delegates the responsibility of presiding at the Council of States meeting to the Vice Chair or the Immediate Past Chair;
2. Direct the activities of AHCA and assign to other officers, committee chairs, and AHCA President & CEO other duties as he/she may deem necessary in addition to those specifically described in these Bylaws;
3. Serve as an ex-officio member, without vote, on all committees;
4. Appoint annually all committee chairs and members with the right to remove committee members for non-participation or cause (e.g., being present at less than 50% of the meetings/conference calls);
5. In consultation with the President of the Affiliated State Health Care Association Executives ("ASHCAE"), will appoint executives or consultants of Affiliate Associations to serve, without vote, on AHCA committees; and,
6. Appoint member representatives of AHCA to other associations or to joint committees with other organizations; and,
7. Submit a written report on behalf of the Board of Governors at least annually, and otherwise as directed, to the Council of States, Board of Governors, and general membership with regard to AHCA programs and Board of Governors actions.

The Vice Chair shall:

1. Perform the duties of the office of the AHCA Chair whenever the Chair is unable to do so;
2. Call a special meeting of the Board of Governors to conduct an election to fill a vacancy in the office of AHCA Chair for the unexpired term when the Vice Chair is unable or unwilling to assume this office; and,
3. Serve as AHCA Chair during the remainder of the term should the office of Chair become vacant;
4. Submit reports as may be desired or directed to the Council of States and Board of Governors; and,
5. Serve as a member of the NCAL Executive Committee.

The Board of Governors shall:

1. Formulate national program objectives and bring the structure in line with achieving the set objectives of AHCA;
2. Recommend proposed amendments to the Constitution and Bylaws as specified in the documents;
3. Hire and/or terminate the President. Evaluation of the President is the responsibility of the Chair, Immediate Past Chair, and Vice Chair;
4. Review and approve the terms and conditions of the AHCA President’s  compensation, as negotiated by the Executive Committee;
5. Have the power to approve and terminate Affiliate Association membership, as indicated in Chapter I of AHCA’s Bylaws;
6. Be responsible for developing policy for the Association. Policies and procedures can be changed from time to time as initiated by any member of the Board of Governors. Upon the approval by a majority of the Board of Governors present and voting, the proposed change shall become immediately effective;
7. Establish at each annual meeting by a majority vote of the Board members present and voting the operating budget and membership dues/dues assessment for the following three calendar years;
8. Implement policies established by the other governing bodies of AHCA;
9. Develop action plans for AHCA;
10. Have charge of the property of AHCA and shall have the responsibility to control and manage the affairs and funds of AHCA and have responsibility for contracting agreements;
11. Establish policies for the appointment of counsel and/or consultants by the President; and,
12. Create, consolidate, eliminate, or re-delineate as it may deem advisable, such regional organizations as are necessary to serve best the objectives of AHCA and its Affiliate Associations.

Duties of the NCAL Officers

The Chair shall:

1. Preside at Executive Committee and Board of Directors meetings;
2. Appoint Committee Chairs and members of ad hoc committees, boards or task forces;
3. Appoint liaisons to AHCA committees as deemed necessary and appropriate by the NCAL Chair and AHCA Chair;
4. Report at least annually to the NCAL Board of Directors and the AHCA Council of States about NCAL’s activities;
5. Be an ex-officio member of all NCAL Committees and serve as Chair of the NCAL Board of Directors;
6. Serve as the NCAL representative to the AHCA Board of Governors; and,
7. Serve on other AHCA governing bodies as directed by AHCA’s Constitution and Bylaws or as requested by AHCA’s Chair.

The Vice Chair shall:

1. Perform the duties of the office of the Chair whenever the Chair is unable to do so; and
2. Serve as Chair during the remainder of the term should the office of Chair become vacant for any reason.

The Immediate Past Chair shall:

1. Be available to assist other officers as called upon;
2. Coordinate the annual election of officers and Board Directors; and,
3. Serve in such capacity as the Chair and NCAL Board of Directors request.

The Secretary/Treasurer shall:

1. Keep a record of all proceedings of NCAL;
2. Maintain a current roster of all members of NCAL’s Board of Directors; and,
3. Notify all members in writing of the Annual Meeting and other duly called meetings.
4. Develop the recommended annual budget, including dues assessments and expenditures for NCAL, for inclusion in the AHCA/NCAL budgetary process;
5. Report to the NCAL Board of Directors on the status of NCAL’s income and expenditures; and,
6. Serve as NCAL’s representative on AHCA’s Budget Subcommittee or similar body.

Duties of the At-Large Members:

1. The Board of Directors shall, in concert with the Chair, conduct the business of NCAL.
2. The Board of Directors shall meet at least annually and at other such times as called by the Chair.
3. The Board of Directors shall be responsible for approving an annual NCAL budget of revenues
   and expenditures. The annual NCAL budget will be submitted for inclusion in the annual AHCA/NCAL budgetary process.
4. The Board of Directors shall develop policy for NCAL. Should differences arise between NCAL’s position and AHCA’s position on a particular issue, those differences will be negotiated between AHCA’s Executive Committee and NCAL’s Executive Committee.

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1. The Chairman of the Teller’s Committee shall report the number of voting members registered at the opening of each session.
2. The Chairman of the Teller’s Committee shall report the number of voting members present immediately prior to the election of officers.
3. A quorum of the Council of States shall be half of the membership of the Council of States plus one. Unless specified otherwise in the bylaws.
4. Voting members must sign in upon entrance to the Council of States assembly room.  They shall wear their badge at all times while attending the business meeting.
5. At the discretion of the Chair, only voting members shall be permitted to sit in the sections reserved for them.
6. Any representative of a member facility certified as an alternate representative can be reassigned as a voting member at any time during the continuance of that annual meeting.
7. Only those eligible to vote in the Council of States may introduce motions or offer amendments to motions.  However, the presiding officer may recognize others who wish to address the Council of States.
8. The Chair of AHCA shall be the presiding officer at the meeting unless he or she delegates the responsibility to the Vice Chair or Immediate Past Chair. *
9. Council of States representatives shall be in their seats at least two minutes before the scheduled time the session is to begin and the meeting shall come to order promptly at the call of the presiding officer.
10. Voting members wishing to address the Council of States shall approach the nearest microphone, and upon recognition by the presiding officer, state their name, affiliation and the reason they wish to be recognized.
11. Members shall speak no more than once on any issue until all who wish to speak on the issue have been heard; and then no more than twice without the majority approval of the Council of States -- or at the discretion of the presiding officer.
12. A voting member who makes a motion shall be entitled to speak first in support of the motion and in closing debate -- that is, to speak last -- if he or she so desires.
13. Debates on any issue shall be limited to twenty (20) minutes, provided that in the opinion of the presiding officer each position has been adequately represented in the discussions.  Speakers shall be limited to remarks of three (3) minutes or less.  A timekeeper, appointed by the presiding officer, shall insure that speakers honor these time limits.
14. All motions, except those incidental to the conduct of business, shall be represented in writing to the presiding officer.
15. Resolutions and recommendations published in the official Council of States document book shall be considered regular business at that meeting.
16. Other resolutions submitted in accordance with the bylaws may be considered by the Council of States.
17. There shall be no proxy voting. *
18. No individual shall have more than one vote in the Council of States by reason of dual capacity.
19. The Tellers shall be responsible for counting all secret ballots and shall assist in the tally of roll call votes, when appropriate.
20. Roll call votes shall be taken only if it is found necessary by either the presiding officer or by majority vote of the Council of States members present and voting.
21. The Chair of the Teller’s Committee shall report the written vote results to the presiding officer immediately at the conclusion of the tally.  Rules Governing the Conduct of Nominations and Elections shall be those presented separately under that title as adopted by the assembly.
22. Robert’s Rules of Order, Newly Revised, shall govern the deliberations of the Council of States where they are applicable and not in conflict with the Constitution and Bylaws of the Association or these standing rules, as adopted by the Council of States.
23. With the exception of those rules marked with an asterisk, which are provisions of the AHCA Constitution and Bylaws, any of these rules may be amended, rescinded, or suspended by a two-thirds (2/3) vote of the Council of States members present and voting.  A quorum must be present.

* Constitution and Bylaws requirement.

​The AHCA election process is intended to create openness and true member involvement in Association elections. The process also is intended to give candidates an opportunity to present themselves and their vision of the future of AHCA.  All candidates will have an opportunity to address the voting members to convey his/her qualifications during the Candidate’s Forum and the second session of the Council of States. Voting will take place at the second Council of States meeting.

1. A slate of “certified” candidates will be presented by the Credentialing Committee to the electorate for consideration. *
2. Each candidate for the Board of Governors running from the floor may have one nominating speech of not more than two (2) minutes in length.
3. Nominations will be accepted first for the office of Chair, followed, in order, by the offices of Vice Chair, Secretary/Treasurer, At-Large (4), and Not for Profit (in year when this position is up for election).
4. The Council of States shall be guided by the requirements that at no time shall any of the At-Large positions be elected from the same state Affiliate Association and at no time shall any corporation have more than one seat on the Board of Governors. *
5. No person shall be nominated for an office who has not indicated a willingness to serve if elected.
6. Elections shall occur at the last session of the Council of States. *
7. The Chair of AHCA shall be the presiding officer of the Council of States during the nomination and election process unless he or she delegates the responsibility to the Immediate Past Chair.
8. There will be no opportunity for candidates nominated from the floor to appeal a “not certified” finding by the Credentialing Committee.  However, all candidates nominated from the floor, “certified” and “not certified,” will be placed on the ballot, but only “certified” candidates will have their application information presented to the AHCA Council of States.  Candidates nominated from the floor will be required to submit a completed application and questionnaire and to participate in a modified eligibility and certification process.
9. Balloting shall take place in the following sequence: Chair, followed, in order, by the offices of Vice Chair, Secretary/Treasurer, At-Large (4), and Not for Profit (in year when this position is up for election).
10. All elections shall be by secret ballot except where there is but one candidate for an office. *
11. Given the presence of a quorum, elections shall be by majority vote of those present and voting, per Robert’s Rules of Order, Newly Revised, unless modified. *
12. For the At-Large positions a candidate must receive a majority of those present and voting to earn a seat.  In the instance of multiple persons running for an At-Large seat from the same Affiliate, the person who receives a majority vote first will get the seat and the other person will be declared ineligible as that Affiliate is already represented.  If more than one candidate from the same Affiliate receives a majority then the one with the highest votes will get the seat.  Each candidate must declare which Affiliate Association they represent.  If a member operates facilities in more than one state and is thus a member of more than one Affiliate Association, they must declare from the Affiliate Association in the state in which they vote.  In cases where the member feels the resulting declaration is inappropriate, the member may appeal to the Board of Governors. By majority vote the Board of Governors can allow the member to declare from a different Affiliate Association. All completed ballots must contain votes for the number of seats open on that ballot (e.g., on the first At-Large ballot, ballots voting for five or more or less than four candidates will not be counted). *
13. If no candidate receives a majority on the ballot, the candidate receiving the smallest number of votes shall be dropped, and balloting shall continue until one candidate receives a majority of the votes. *
14. Prior to balloting for each contested office, each candidate for that office shall have the privilege of addressing the Council of States for up to three (3) minutes to present a resume of programs and qualifications. Though a candidate can speak in general terms, at the discretion of the Ethics Committee, each candidate can be asked to address one or more specific areas in the course of their remarks.
15. Members of the Constitution and Bylaws Committee and Credentialing Committee, shall serve as the Tellers Committee. Tellers shall supervise the collection and counting of the ballots. *

*Constitution and Bylaws requirement