THE HEALTH CARE COMPLIANCE ASSOCIATION

A Pennsylvania Nonprofit Corporation

Bylaws
(Membership)
(Revised April 2008)

ARTICLE I - PURPOSES

1.1 The purposes of the Corporation are exclusively for those purposes as set forth in the Articles of Incorporation.  In pursuing such purposes, the Corporation shall not act so as to impair its eligibility for exemption under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.

ARTICLE II - OFFICES

2.1 Registered Office.  The registered office of the Corporation shall be at 1211 Locust Street, Philadelphia, PA 19107, or such other location in Pennsylvania as the Directors may from time to time determine.

  2.2 Other Offices.  The Corporation may also have offices at such other places as the Directors may select and the business of the Corporation shall require.

ARTICLE III - MEMBERS

3.1 Number.  The Corporation shall have one class of members consisting of persons interested in compliance activities and such other persons who are admitted from time to time by the Directors.

  3.2 Requirements for Membership.  All members must be current in all annual dues payable to the corporation. The Directors may establish any additional criteria for membership.

  3.3 Regular Meetings.  Meetings shall be held as determined by the Board.

  3.4 Annual Meetings.  The annual meeting of the members shall be held at such time and place as the Board shall determine.

  3.5 Special Meetings.  Special meetings of the entire membership may be called by the President, by the Board, or at the written request of 10% of the membership.  At least five (5) days' written notice stating the time, place and purpose of any special meeting shall be given to the members entitled to participate.

  3.6 Quorum.  Those members present at a duly convened meeting shall constitute a quorum for the transaction of business at the meeting.

  3.7 Voting.  Each member shall be entitled to one vote, in person, by ballot or by mail.  Unless otherwise required by these Bylaws, the manner of voting on any matter, including changes in the articles or bylaws, may be by voice vote, show of hands, or by ballot, as determined by the members present, or by mail if determined by the Board of Directors and a ballot is sent with notice of the question to be voted upon.  HCCA members are permitted to vote for the HCCA Board of Directors.  Those members of HCCA operating division known as The Society of Corporate Compliance and Ethics (SCCE) are permitted to vote for the SCCE Advisory Board the year following the later of SCCE reaching 2000 members or when SCCE is financially self-supporting.  In the interim, the SCCE Advisory Board will be selected by a process approved by the HCCA Board.

  3.8 Reserved.

  3.9 Expulsion from Membership.  Any member may be expelled from membership, except an Initial Incorporator, without the assignment of any cause, upon a majority vote of all Directors at a duly convened meeting, provided that written notice of the intention to expel and reasons therefore have been provided in the notice of the meeting.  No member shall be expelled without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.  Notwithstanding the foregoing, any member may be dropped from membership upon failure to pay current dues after 30 days notice from the Corporation.  Any member whose dues have not been paid when due shall not have the right to vote until such dues are paid.

  3.10 Honorary Titles.  The Directors may create such additional classes of "membership," such as contributing members or honorary members, as they see fit, but such persons shall not have the right of members under the Pennsylvania Nonprofit Corporation Law of 1988, as amended (the "Act").

ARTICLE IV - DIRECTORS

4.1 Powers.  The Directors shall have all powers and authority necessary for the management of the business of the Corporation, except as otherwise required by the Act, these Bylaws or a resolution duly adopted by the Board.

4.2 Qualifications of Directors.  Each Director shall be a member and a natural person of full age who need not be a resident of Pennsylvania.

4.3 Number, Election, Term. 

(a) Directors.  The Board of Directors shall consist of not less than three (3) or more than eighteen (18) persons.   The initial Directors are set forth in the Unanimous Written Consent of Incorporators and shall serve five (5) year terms and until their successors are elected and qualified.  Successor Directors shall be chosen by the members through an election conducted in a manner consistent with the Act or these Bylaws, and from a slate of members presented to the members by the Board or from write-in candidates. 
(b) Successor Directors shall serve for staggered terms of three (3) years and until their successors are elected or appointed and qualified.  As nearly as possible, an equal number of terms shall expire each year.  Directors may be elected for consecutive terms.  Each Past President’s term as a Director shall automatically be extended to include the two years immediately following their Presidency without the requirement that the President run for reelection as a Director.  This extension of a President’s term as a Director shall be in addition to any unexpired term that may exist from the President’s election as a Director by the members.  All Directors in office as of the effective date of these revised bylaws shall continue to serve until the expiration of their terms, and thereafter may be reelected as a Director as provided in Section 4.3.
(c) The Board of Directors may, by a two-thirds majority vote of the Board, appoint up to two successor Directors annually to a single three-year term without the need for an election by the members in a manner consistent with the Act or these Bylaws.  Formerly elected Directors or Directors that have been on the Nomination Slate in the previous five (5) years shall not be eligible for appointment to additional terms. 
(d) Additional Directors.  The Board of Directors may from time to time appoint not more than two additional Directors to serve as ex-officio members of the board with voting privileges, provided, however, this provision shall not require such a Director to exercise a voting right on any matter.  Such additional Directors shall be employed by the Office of Inspector General, Centers for Medicare and Medicaid Services, Department of Justice or another department or agency of the federal government involved in the development or implementation of healthcare policy or the enforcement of federal law related to healthcare.  Additional Directors shall serve three (3) year terms and may be reappointed for one or more additional terms by a two-thirds majority of the Board of Directors.

Nothing in the provision is intended to prohibit any person from seeking election to the Board of Directors pursuant to article 4.3(a) of these bylaws.

  4.4 Removal.  Any Director may be removed from office, without the assignment of any cause, by an affirmative vote of a majority of the Directors in office at any duly convened annual, special or regular meeting of the Board, provided that written notice of the intention to consider removal of such Director has been included in the notice of the meeting.  No Director shall be removed pursuant to this section without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.

  4.5 Quorum.  Three-fifths of the current Directors present at any annual, regular or special meeting, duly convened after proper notice, shall constitute a quorum of the Board for the transaction of business at any meeting.  The acts of a majority of the Directors present at an annual, regular or special meeting, duly convened after proper notice, at which a quorum is present, shall be the acts of the Board of Directors, unless a greater number is required by the Act or these Bylaws.

  4.6 Vote.  Each Director shall be entitled to one (1) vote. 

  4.7 Unanimous Consent of Directors in Lieu of Meeting.  Any action, which may be taken at an annual, special or regular meeting, duly convened after proper notice, of the Directors, may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the current Directors and shall be filed with the Secretary of the Corporation.

  4.8 Annual Meeting.  The annual meeting of the Directors shall be held on the first Monday of October of each year, or upon five (5) days notice to each Director at such time and place as the Directors shall determine. 

  4.9 Regular Meetings.  Regular meetings of the Directors may be held as determined by the Directors. In the event a director misses three (3) consecutive regular meetings, such director shall automatically be removed from the Board unless the Board elects to retain such member.

      4.10 Special Meetings.  Special meetings of the Directors may be called by the President or by any three (3) of the Directors at any time.  It shall be the duty of the Secretary, upon receipt of a request for such a meeting, to send at least five (5) days' written notice stating the time, place and purpose of any special meeting to the members of the Board of Directors.  If the Secretary fails or refuses to send such notice, the person(s) calling for the special meeting may call the meeting at the Corporation’s administrative offices in Minneapolis, Minnesota, at such time selected by such person(s).

      4.11 Adjourned Meetings.  When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

      4.12 Teleconference Meetings. Two or more Directors may participate in a meeting of the Board or any committee thereof by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other.

ARTICLE V - OFFICERS

5.1 Positions, Election, Term.  The officers of the Corporation shall include a President, a Vice-President, a Second Vice President, a Secretary, a Treasurer and such other officers whose positions shall be created from time to time by the Directors.  A person may hold more than one office except that the same person may not be President and Secretary.  Except as provided in these Bylaws, the officers shall be elected by the Directors at the annual meeting of Directors and shall serve for a term of one year and until their successors are elected and qualified.  Those persons elected to officer positions created by these Bylaws shall be elected from among the Directors.  The President shall be succeeded by the Vice President.  The Vice President shall be succeeded by the Second Vice President unless a vote of no confidence in the Second Vice President is proposed and adopted by a majority of the Directors, in which event another Vice President shall be elected.  All other officers shall be elected annually by the Directors.  In the event the term of the Vice President or Second Vice President as a Director shall expire the year that either Vice President is to succeed to be President or Vice President respectively, the term of the Vice President or Second Vice President as a Director shall be automatically extended for one year without the requirement to run for reelection as a Director.   Terms of office shall begin May 1 and end April 30 of the year immediately following the officers' election.

  5.2 Duties.  The duties of the officers shall include the following:

   (a) The President shall preside at all meetings of the Directors; shall have general and active management of the business of the Corporation; shall see that all orders and resolutions of the Board are carried into effect subject to the right of the Board to delegate any specific powers as allowed by law; and shall execute documents on behalf of the Corporation.  The President shall be an ex-officio member of every Corporation committee.  The President shall appoint members of all committees that are created by the Board.

   (b) The Vice-President, or in the absence of the Vice President the Second Vice President, shall be vested with all the powers and required to perform all the duties of the President in the absence of the President and shall also have such powers and perform such duties as the Board of Directors may prescribe or the President may delegate.

   (c) The Secretary shall keep or cause to be kept full minutes of all meetings of the Directors; shall attend all meetings of the Board; shall record all votes and the minutes of all proceedings; shall give or cause to be given notice of all meetings to the Directors; and shall perform such other duties as may be prescribed by the Directors or the President.

   (d) The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation; shall collect all funds due the Corporation and disburse funds as required to meet the obligations of the Corporation; shall render to the President and the Board, as requested by them but not less than once a year, regular accountings of all transactions and of the financial condition of the Corporation; and shall perform such other duties as may be prescribed by the Directors or the President.

   (e) The Executive Director/CEO, who shall serve at the pleasure of the Board, shall be the chief executive officer of the Corporation, shall supervise its contracted services, and shall have the power to execute documents on behalf of the Corporation.

  5.3 Removal of Officers.  Any officer or agent may be removed by the Board whenever in its judgment, the best interests of the Corporation may be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.

ARTICLE VI - COMMITTEES

6.1 Establishment.   The Directors shall establish the following committees: an Executive Committee, a Nominating Committee, a Finance, Compliance and Audit Committee and a Compensation Committee.  The Directors may establish such other committees as they deem appropriate.  Unless otherwise set out herein, all committees shall consist of one or more Directors of the Corporation and such other persons as are deemed appropriate by the appointing authority.  Any such committee, to the extent provided in the resolution of the Board or these Bylaws, shall have and may exercise all of the powers and authority of the Board, except that no committee shall have any power or authority as to the following:

   (a) The filling of vacancies on the Board;

   (b) The adoption, amendment or repeal of the Bylaws;

   (c) The amendment or repeal of any resolution of the Board; and

   (d) Action on matters committed by the Bylaws or by resolution of the Board to another committee of the Board.

  6.2 Creation and Composition of Advisory Boards.  The Corporation may, in its discretion, establish Advisory Boards that may include as members persons who are not members of the Board.  Such Advisory Boards shall have no voting powers and shall have only such responsibilities and duties as delegated to it by the Board or the President.

   6.3 Appointment of Members.  Unless otherwise determined by the Board or set out in these Bylaws, the President shall appoint members of all committees.

  6.4 Executive Committee.  The Directors shall establish an Executive Committee, which shall have the power to act on behalf of the Corporation between meetings of the Board.  The Executive Committee shall consist of the President, the Immediate Past President, the Vice-Presidents, the Secretary, the Treasurer and one non-officer Board member who shall be elected annually by the non-officer Board members.

  6.5. Nominating Committee.  The Directors will establish a Nominating Committee with such powers and duties as delegated by the Board, including the development and execution of an annual Director nomination and selection process.  The Nominating Committee shall consist of four to six members, at least one of whom shall be a Board member. The others shall be Board members or members at large.

  6.6. Finance, Compliance and Audit Committee.  The Directors shall establish a Finance, Compliance and Audit Committee with such powers and duties as delegated by the Board, including arranging for an annual audit of the Corporation.  The Finance, Compliance and Audit Committee shall consist of the President, the Treasurer, and two non-officer members of the Board or members at large.

  6.7 Compensation Committee.  The Directors shall establish a Compensation Committee with such powers and duties as delegated by the Board, including annual recommendations to the Executive Committee on changes to compensation paid to any Director or Officer of the Corporation.  The Compensation Committee shall consist of the President and two non-officer members of the Board or members at large.

ARTICLE VII - RESIGNATION AND VACANCIES

7.1 Resignations.  Any Director or officer may resign such position at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Corporation, unless some later time may be fixed in the resignation, and then from that date.  The acceptance of the resignation shall not be required to make it effective.

  7.2 Filling Vacancies.

   (a) If the position of any Director becomes vacant, by an increase in the number of Directors, or by reason of death, resignation, disqualification or otherwise, the remaining Directors by affirmative vote of a majority of all Directors in office may choose a person or persons who shall hold office for the remaining term.

   (b)  If the position of President becomes vacant, the Vice President shall succeed for the unexpired term, and may serve both the unexpired term of his or her predecessor, and the full term of his or her own Presidency thereafter.  If any other office becomes vacant, the Board may appoint a person to fill the vacancy for the remainder of the term. 

ARTICLE VIII - MEETINGS AND NOTICE

8.1 Place of Meetings.  Meetings may be held at such place within or without Pennsylvania as the Board may from time to time determine.

  8.2 Notice.  Whenever written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answer back received) or courier service, charges prepaid, or by facsimile transmission or electronic mail, to that person's address (or telex, TWX, or facsimile or e-mail address) appearing on the books of the Corporation, or supplied by that person to the Corporation for the purpose of notice.  If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail, or deposited with a telegraph office or courier service for delivery to such person or, in the case of telex, TWX, facsimile or e-mail, when dispatched.  Such notice shall specify the place, day and hour of the meeting, and in the case of a special meeting or where otherwise required, the general nature of the business to be transacted, and any other information which may be required by the Act or these Bylaws.

  8.3 Waiver of Notice. Any required notice may be waived by the written consent of the person entitled to such notice either before or after the time for giving of notice, and attendance of a person at a meeting shall constitute a waiver of notice, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE IX - LIABILITY AND INDEMNIFICATION

9.1 General Rule.  A Director shall not be personally liable for monetary damages as Director for any action taken, or any failure to take any action, unless:

   (a) the Director has breached or failed to perform the duties of Director in accordance with the standard of conduct contained in Section 5712 of the Act and any amendments and successor acts thereto; and

   (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness;

  Provided, however, the foregoing provision shall not apply to (1) the responsibility or liability of a Director pursuant to any criminal statute or (2) the liability of a Director for the payment of taxes pursuant to local, state or federal law.

      9.2 Indemnification.  The Corporation shall indemnify any officer or Director who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in the right of, the Corporation) by reason of the fact that such person is or was a representative of the Corporation, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no persons shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the Corporation, indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation unless and only to the extent that the Court of Common Pleas of the judicial district embracing the county in which the registered office of the Corporation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the Court of Common Pleas or other court shall deem proper.

      9.3 Procedure.  Unless ordered by a court, any indemnification under section 9.2 or otherwise permitted by law shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because he or she has met the applicable standard of conduct set forth under that section.  Such determination shall be made:

   (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding; or

   (2) if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

      9.4 Advancement of Expenses.  Expenses incurred by a person entitled to indemnification pursuant to this Article or otherwise permitted by law in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation.

      9.5 Continuing Right to Indemnification.  The indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be an officer or Director of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

      9.6 Other Rights.  This Article shall not be exclusive of any other right that the Corporation may have to indemnify any person as a matter of law.

ARTICLE X - AMENDMENTS

10.1 The Articles of Incorporation of the Corporation may be amended by a majority of all members present at any duly convened meeting of members after not less than ten (10) days notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be effected thereby.

      10.2 The Bylaws may be amended by a majority of all members at any duly convened meeting of members or, to the extent not prohibited by law, by vote of the majority of all Directors in office at a duly convened meeting of Directors, after notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be effected thereby.

ARTICLE XI - MISCELLANEOUS

11.1 Fiscal Year.  The fiscal year of the Corporation shall begin on the first day of January and end on the last of December.

     11.2 Headings.  In interpreting these Bylaws, the headings of articles shall not be controlling.

     11.3 Bond.  If required by the Board, any person shall give bond for the faithful discharges of his or her duty in such sums and with such surety as the Board shall determine.

     11.4 Subventions.  The Corporation shall be authorized, by resolution of the Directors, to accept subventions on terms and conditions not inconsistent with the Act and to issue certificates therefore.

     11.5 Corporate Seal.  The corporate seal of the Corporation shall be in circular form and shall bear the name of the Corporation and the words "Corporate Seal, Pennsylvania 1997."