Connecticut Women In Healthcare Management, Inc.

Article I. Name, Location, Books, and Records.
Section 1-Name:
The name of the Corporation shall be CONNECTICUT WOMEN IN HEALTHCARE MANAGEMENT, INC. (the "Corporation" or "CWHCM"), a nonstock, nonprofit Corporation organized under the laws of the State of Connecticut.

Section 2-Location: The principal office of the Corporation in the State of Connecticut shall be located in the City of Enfield, County of Hartford. The Corporation may have such other offices, either within or without the State of Connecticut, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

The Corporation shall have and continuously maintain in the State of Connecticut a registered office, and a registered agent whose office is identical with such registered office, as required by the Connecticut Nonstock Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Connecticut, and the address of the registered office may be changed from time to time by the Board of Directors.

Section 2-Books and Records: There shall be kept correct and complete books and records of account and minutes of the proceedings of the Corporations incorporators, directors and committees of directors and members. At intervals of not more than twelve months the Corporation shall prepare a balance sheet showing its financial condition as of a date not more than four months prior thereto and statement of receipts and disbursements for the twelve months preceding such date. The balance sheet and statement shall be deposited at the principal office of the Corporation and be kept for at least ten years from such date. The balance sheet and statement shall be subject to inspection by any member in good standing during reasonable business hours.

Article II. Mission
The Mission of CWHCM is to offer professional development and personal growth, networking and educational opportunities to individuals interested in healthcare.

The Mission will be accomplished by:

Promoting the career growth of women in healthcare professions.

Bringing together health professionals to exchange ideas and topics unique to women with respect to their positions in healthcare.

Fostering opportunities to interact with professional women's networks that already are established in other fields.

Article III. Members
Section I. Classes of Members. The Corporation shall have two classes of members; regular and student.

Section 2. Qualification of Members.
2.1. Regular members must hold responsible positions or desire to hold responsible positions in health services or health related organizations and are engaged in or interested in health care management. Management, for these purposes, is broadly defined as influencing the operations, growth and development of institutions, services or programs.
2.2. Full-time students shall be eligible for Student Membership. Section 3. Enrollment of Members. Members shall be enrolled after completion of a membership application form and payment of membership dues.

Section 4. Voting Rights. Each regular member in good standing and each student member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.

Section 5. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default of payment of dues for the period fixed in Article X of these bylaws.

Section 6. Resignation. Any member may resign by filing a written resignation with the president.

Section 7. Reinstatement. Upon written request signed by a former member and filed with the secretary, the Board of Directors may, by the affirmative vote of two-thirds of the members of the board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.

Section 8. Transfer of Membership. Membership in this Corporation is not transferable or assignable.

Article IV. Meetings of Members
Section 1. Annual Meeting. An annual meeting of members shall be held during the month of September in each year, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.

Section 2. Special Meetings. Special meetings of the members may be called by the president, the Board of Directors, or not less than one-fifth of the members having voting rights.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Connecticut, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.

Section 4. Notice of Meetings; Waiver. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally, by mail, by telephone, fax or electronically to each member entitled to vote at such meeting, not less that 10 nor more than 50 days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting. This requirement as to notice may be waived, in writing, at any time by the members. In case of a special meeting or when required by statute or these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Corporation, with postage thereon prepaid.

Section 5. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Section 6. Quorum. Twenty five members in good standing and eligible to cast votes at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

Section 7. Proxies. Members may not vote by proxy.

Section 8. Where directors or officers are to be elected by members or any class or classes of members, such election may be conducted in such manner as the Board of Directors shall determine.

Article V. Board of Directors
Section 1. General Powers. Except as provided in the Certificate of incorporation, the affairs, business and property of the Corporation shall be under the care and management of its Board of Directors. Directors need not be residents of the State of Connecticut. The directors shall not be empowered to engage in any activity which would result in the Corporation's losing its Federal income tax exemption under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.

Section 2. Number, and Composition. The number of directors shall not be less than seven (7) or no more than thirteen (13). The directors shall consist of the following six (6) officers. The officers are:
President
President ­ Elect
Vice President/Membership Chairperson
Secretary
Treasurer
Immediate Past President

In addition, the remaining seven (7) Board positions shall consist of at-large members. An at-large member is defined as a member in good standing for a minimum of one year at the time the Board seat is available.

Section 3. Resignation/Removal. There are currently six regularly scheduled board meetings per year. Board members are required to attend a minimum of four board meetings annually. Should a board member be absent for more than two board meetings in the fiscal year, the President may ask for the board member's resignation from the Board.

Section 4. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw, immediately after, and at the same place as, the annual meeting of the members. The Board of Directors may provide by resolution the time and place, either within or without the State of Connecticut, for the holding of additional regular meetings of the board without other notice than such resolution.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board may fix any place, either within or without the State of Connecticut, as the place for holding any special meeting of the board called by them.

Section 6. Notice. Notice of the time and place of all special meetings of the Board of Directors shall be given at least two days previously thereto by mail, telephone, fax, electronically or handed by the secretary to the director. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. The President may reschedule a Board meeting if a quorum will not be present for a regularly scheduled meeting. A director may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment enabling all directors participating in the meeting to hear one another, and such participation in a meeting shall constitute presence in person at such meeting.

Section 8. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these bylaws.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Board of Directors. Any directors elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office. A director may succeed himeslf/herself in such office.

Section 10. Compensation. Directors shall not receive any stated salaries for their services; but nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. However, the Board of Directors shall have authority to reimburse reasonable out-of-pocket expenses actually incurred in connection with their duties, in the manner and with the required approvals as contained in the certificate of incorporation and these bylaws.

Section 11. Informal Action by Directors. Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 12. Terms and Election of At Large Members. One half of the total number of at-large members shall be selected at the Annual meeting to take place as of October 1. The following year the remaining half of the at-large members shall be selected at the Annual Meeting to take office as of October 1. Each at-large director shall be selected for a term of two years and shall hold office until a successor is duly selected. Upon completion of three consecutive terms as director, no person shall be eligible for re-selection until one year has passed.

Article VI. Officers
Section 1. Officers. The officers of the Corporation shall be a president, a president-elect, a vice president, a secretary, a treasurer and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries or one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of president and secretary.

Section 2. Election and Term of Office. The officers of the Corporation shall be selected by the Board of Directors at the annual meeting to take place as of October 1. If the selection of officers shall not be held at such meeting, such selection shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Officers shall hold office until their successor shall have been duly selected and shall have qualified.

Section 3. Removal. Any officer selected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, the Board of Directors shall select a person to fill the unexpired portion of the term.

Section 5. President. The president shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The president shall preside at all meetings of the members and of the Board of Directors. The president may sign, with the secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the Corporation; and in general shall perform all duties incident to the office of the president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. President Elect. In the absence of the president or in event of the president's inability or refusal to act, the president-elect shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The president-elect shall serve as chairperson of the program committee, if such committee has been designated by resolution of the Board of Directors.

Section 7. Vice-President. The vice president shall serve as Chairperson of the membership committee, if such committee has been designated by resolution of the Board of Directors.

Section 8. Treasurer. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provision of Article VIII. of these bylaws; and in general perform all the duties incident to the office of the treasurer and such other duties as from time to time may be assigned by the president or by the Board of Directors.

Section 9. Secretary. The secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records of the Corporation and see that all documents executed on behalf of the Corporation are duly authorized in accordance with the provisions of these bylaws; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Board of Directors.

Section 10. Assistant Treasurers and Assistant Secretaries. If required by the Board of Directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary or by the president of the Board of Directors.

Article VII Committees
Section 1. Standing Committees. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any director or officer of the Corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another Corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation; or amending or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by law.

Section 2. Ad Hoc Committees. Ad Hoc committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such ad hoc committee shall be members of the Corporation, and the president of the Corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.

Section 3. Term of Office. Each member of a committee shall continue as such until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof, or such member resigns.

Section 4. Chairperson. One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof.

Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee , a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Guidelines. Each committee may adopt guidelines for its own government not inconsistent with these bylaws or guidelines adopted by the Board of Directors.

Article VIII. Contracts, Checks, Deposits and Funds
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president, vice president, or secretary of the Corporation.

Section 3. Deposits. All funds of the Corporation shall be deposited in a timely manner to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any purpose of the Corporation.

Article IX. Indemnification
On the terms, to the extent and subject to the conditions prescribed by statute, the Certificate of Incorporation, these Bylaws, and such rules and regulations not inconsistent with statute, the Board shall indemnify and reimburse any person made a party to any proceeding, other than an action by or in the right of the Corporation, by reason of the fact that he/she, or a person for whom he/she is a legal representative or successor, is or was a director, officer, employee or agent of the Corporation, or an eligible outside party, for reasonable expenses and such amount of any judgment, fine penalty or settlement for which he/she may become liable, actually incurred by him/her in connection with such proceeding; provided that such person, and the person whose legal representative he/she is, acted in good faith and in a manner he/she reasonably believed to be in the best interests of the Corporation, is successful on the merits in the defense of such proceeding, or is determined by an applicable court to be indemnified in such amount as the court determines; and, further provided that with respect to any criminal action or proceeding that he/she had no reasonable cause to believe his/her conduct was unlawful. The foregoing right of indemnification shall be in addition to and not exclusive of, all other rights to which such indemnified party may be entitled.

Article X. Fiscal Year
The fiscal year of the Corporation shall begin on the first day of October and end on the last day of September in each year.

Article XI Dues
Section 1. Annual Dues. The Board of Directors may determine from time to time the amount of annual dues payable to the Corporation by members of each class.

Section 2. Payment of Dues. Dues renewal takes place October 1 to December 31 of each year. Dues of a member accepted for membership between the first day of October and the last day of December should be applied to the upcoming membership year. There shall be no other adjustment or proration of dues payments.

Section 3. Default and Termination of Membership. When any member of any class shall be in default in the payment of dues for a period of thirty (30) days from the end of the renewal period, their membership may thereupon be terminated by the Board of Directors in the manner provided in Article III., Section 5 of these bylaws.

Article XII. Seal
The Corporation shall not have a corporate seal.

Article XIII. Waiver of Notice
Whenever any notice is required to be given under the provisions of the Connecticut Nonstock Corporation Act or under the provisions of the articles of incorporation of the bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XIV. Amendments to Bylaws
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, if at least two days' written notice is given of intention to alter, amend or repeal or to adopt new bylaws at such meeting.

Article XV. Affiliations
CWHCM, Inc. is an officially designated women's network of the American College of Healthcare Executives.