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About NHIA

This year, several changes were made to NHIA’s bylaws to bring the association in line with more traditional trade association structures. 

Changes to the Board of Directors language allows for the adjustment of the Board size, as well as new leadership titles that are better reflective of the roles they represent. 

The title President of the Board has been changed to Chairman of the Board, and Vice President has changed to Vice Chairman.  In addition, a new, 12-member Board will help NHIA bring together a more diversified pool of providers—offering a healthy balance of representation between small, medium, and large providers. To see the current NHIA Board of Directors roster, click here.

In addition, bylaws changes allowed NHIA to undertake a long-planned transition of its membership structure from that of individual members to company members. The strategic move to company-based provider memberships is designed to improve the association’s financial position, while simultaneously providing a much stronger voice in Washington. Also, instead of having companies decide which individuals can be members of NHIA, an NHIA provider membership at the company level now means that every employee of that company is considered a member—and, as such, are all able to take advantage of NHIA services, products, and discounts. 

The transition began in January 2008 and will continue throughout the year.  For more information on the new membership structure click here. To learn more about NHIA membership, or to join, click here.

Following are the complete bylaws of the National Home Infusion Association adopted on February 6, 2008.

Bylaws

Bylaws of the National Home Infusion Association
February 6, 2008

 

Article I
Name and Purposes

1.01 NAME:

The name of the organization is the National Home Infusion Association.

1.02 PURPOSES: 

  1. To represent the professional and proprietary interests of the nation’s alternate site infusion providers.
  2. To be an active political advocate on legislative and regulatory issues affecting alternate site infusion providers.
  3. To promote and assist in the development of the highest standards of quality, safe, and cost-effective patient care.
  4. To bring alternate site infusion providers information and educational programs on technological advances, marketing and management, business expansion, new products and services, clinical skills, reimbursement and other aspects of alternate site infusion business and practice.
  5. To assist in bringing infusion therapy services to more eligible patients, increasing their quality of life and reducing health care costs.
  6. To serve as a national information resource and clearinghouse for NHIA members.
  7. To act as the liaison for the alternate site infusion industry with allied health professions.

 

Article II
Principal Office

2.01 The principal office of the National Home Infusion Association is located at 100 Daingerfield Road, Alexandria, Virginia 22314.

 

2.02 The Association may have other such office or offices at a suitable place or places, as its business requires.

 

Article III
Membership

3.01 DEFINITION:

Members of this Association shall be providers, facilities, manufacturers, suppliers, service companies, associations, academics, students and others who provide, seek to provide, assist in, or are associated with the provision of alternate site infusion therapy services. 

3.03 MEMBERSHIP CATEGORIES:

  1. PROVIDER MEMBERSHIP: Any organization actively engaged in the provision of alternate site infusion therapy is eligible for membership as an NHIA Provider Member.
  2. BUSINESS FIRM AFFILIATE MEMBERSHIP: A company, not otherwise qualified for membership, that engages through manufacturing, wholesale, reimbursement services, consulting services or is otherwise in a business that supports or enhances alternate site infusion therapy practice is eligible for NHIA Business Firm Affiliate Membership.
  3. INDIVIDUAL CONSULTING PRACTICE AFFILIATE MEMBERSHIP: A self-employed individual operating as a singular consultant to businesses in the alternate site infusion field not otherwise qualified for membership is eligible for NHIA Individual Consulting  Practice Affiliate Membership (Please Note: All other consulting practices fall under the Business Firm Affiliate Membership).
  4. ASSOCIATION MEMBERSHIP: Other professional associations representing individuals, patient advocacy groups and or businesses involved in providing or supporting alternate site infusion therapy services are eligible for NHIA Association Membership. 
  5. INDIVIDUAL AFFILIATE MEMBERSHIP: An individual not otherwise employed by an organization qualified for membership (in any of the above membership categories) that has a vested interest in advancing alternate site infusion therapy practice is eligible for NHIA Individual Affiliate Membership.
  6. ACADEMIC MEMBERSHIP:  Full time academic staff at pharmacy schools who are not otherwise involved in providing infusion services directly to patients are eligible for NHIA Academic Membership.
  7. STUDENT MEMBERSHIP: Full-time pharmacy, nursing, or other students who are interested in alternate site infusion therapy are eligible for NHIA Student Membership.

 

3.03 TERMINATION OF MEMBERSHIP: A membership shall terminate whenever the Board of Directors, or a committee or person authorized by the Board, in good faith, determines that any of the following events have occurred:

  1. Resignation of a member.
  2. Non-payment of dues.
  3. Unwillingness of a member to subscribe to the purposes of the Association or for any cause, (including conduct, which reflects adversely in a material way upon the Association’s reputation).  In the event this occurs, the Board of Directors may, by a two-thirds (8) vote, terminate the membership.  Once the member is notified of termination, the company has 30 days to file an appeal with the NHIA Board of Directors.

 

Article IV
Membership Dues

4.01 ANNUAL DUES:

Annual dues shall be determined by the Board of Directors of the Association.  The Board, by a two-thirds (8) vote may levy such additional membership assessments as necessary to carry out the activities of the Association.  The Association’s dues cycle is a one-year membership based on membership anniversary date.

 

Article V
Meetings of the Membership

5.01 ANNUAL MEETING:

The annual meeting of the membership shall be held at a location designated in the notice of the meeting.  Written notice of the annual meeting shall be sent by the Secretary no less than 30 days prior to said meeting.  Such notice shall state the place, date, time, and purpose of the meeting.

At each annual meeting there shall be an introduction of Officers and Directors who have been elected to fill positions left by Directors whose terms have expired and such other business as may properly come before the meeting of the membership.

 

Article VI
Board of Directors

6.01 GENERAL POWERS:

The corporate powers, business affairs, and property of the Association shall be governed and controlled by a Board of Directors.

6.02 TERM OF OFFICE:

All Directors shall be elected to serve a three- (3) year term and may be re-elected for one additional three year term. A director may be elected to serve a third term when special circumstances exist. The terms of Directors shall be staggered in order to provide continuity.

6.03 NUMBER OF DIRECTORS:

The number of Directors shall not exceed twelve (12), including Officers.  The number of Directors may be adjusted by a two-thirds (8) vote of the Directors. 

6.04 Composition OF the Board of DIRECTORS:

The NHIA Board of Directors will consist of at least nine (9) representatives of NHIA provider members, two (2) representatives of the National Community Pharmacy Association (NCPA) and may include (1) member at large for a total of twelve (12) Directors.

6.05 ELECTION OF DIRECTORS/NOMINATING COMMITTEE:

The Chairman of the Board of Directors shall appoint a Nominating Committee that shall nominate candidates to the Board of Directors. Nominations from the Committee must then be elected by two thirds (8) of the Board at least 30 days prior to the Annual Meeting.  Election results shall be announced at the Annual Meeting and the Directors shall assume their duties prior to the close of the Annual Meeting. 

Should vacancies occur in the Board of Directors during a term of office, the Chairman of the Board of Directors shall appoint a Nominating Committee that shall nominate candidates to the Board of Directors to fill the unexpired term.   Such nominations must then be elected by a two thirds (8) of the Board of Directors within sixty (60) days of the occurrence of the vacancy.

6.06 DUTIES:

It shall be the duty of each Director to keep informed about the affairs of the Association, attend meetings, participate, vote on matters involving the Association, and comply with the NHIA Recitation of Responsibilities. Each year Board members must attend at least 75 percent of the Board meetings unless special circumstances exists.

6.07 REMOVAL OF DIRECTORS:

Any director, elected or appointed may be removed by the Board of Directors whenever, in its judgment, the best interests of the Association shall be served.  Such removal shall require a two-thirds (8) vote of all Directors of the Board.

 

Article VII
Meetings of the Board of Directors

7.01 PLACE OF MEETINGS:

The meetings of the Board shall be at the principal office of the corporation or at any place that the Board may designate. Board meetings may also be held via teleconference, audio/video conference, and other forms of electronic communication.

7.02 NUMBER OF MEETINGS:

The Board shall meet at least quarterly (four times per year).

7.03 NOTICE OF MEETINGS:

Board members shall receive at least seven days prior notice for regularly scheduled meetings.

7.04 ANNUAL MEETINGS:

Board meetings shall be held on a date selected by the Chairman of the Board.

7.05 SPECIAL MEETINGS:

Special meetings of the Board may be called by the Chairman of the Board  or at the request of a simple majority of the Board members.

7.06 QUORUM:

At all meetings of the Board, a simple majority of the Directors then in office shall constitute a quorum for the transaction of business.  When a quorum is once present to organize the meeting, it is not broken by the subsequent withdrawal of any of those present and a meeting may be adjourned despite the absence of a quorum.

7.07 VOTING:

Once a quorum is established at a Board meeting any vote taken requires approval of at least a simple majority of the Board members present unless it is the type of vote  that the bylaws requires two thirds (8) of the entire Board to approve..

 

Article VIII
Officers

8.01 OFFICERS:

The Officers of the Board of Directors shall be Chairman, Vice Chairman, Secretary, Treasurer, and Past Chairman of the Board.

8.02 TERMS OF OFFICE:

All officers shall serve a one-year term of office and may be re-elected for additional terms. 

8.03 ELECTION OF OFFICERS/NOMINATING COMMITTEE:

The Chairman of the Board of Directors shall appoint a Nominating Committee that shall nominate candidates for officers of the Board of Directors. Nominations from the Committee must then be elected by a two thirds (8) of the Board of Directors at least 30 days prior to the Annual Meeting.  Election results shall be announced at the Annual Meeting and the Officers shall assume their duties prior to the close of the Annual Meeting. 

Should Officer vacancies occur during a term of office, the Chairman of the Board of Directors shall appoint a Nominating Committee that shall nominate candidates to fill the unexpired term. Such nominations must also then be elected by a two thirds (8) of the Board of Directors within sixty (60) days of the occurrence of the vacancy.

8.04 DUTIES:

The duties of the officers shall be as follows:

  1. Chairman:  The Chairman of the Board shall be the principal elected Officer of the Association.
    The Chairman of the Board shall preside at all meetings of the Board of Directors and the Nominating Committee. The Chairman of the Board shall be an ex-officio member of all other standing and special committees of the Association and appoint members to such committees, subject to confirmation of the Board of Directors.
    The Chairman of the Board shall have the authority to appoint Ad Hoc Committees as needed.  The composition, purpose, and activities of Ad Hoc committees shall be documented in board meeting minutes.
    The Chairman of the Board’s term shall last one (1) year, and may be re-elected for additional terms at the discretion of the Board of Directors.
  2. Vice Chairman:  The Vice Chairman of the Board shall be the second ranking Officer of the Association and in the absence or disability of the Chairman of the Board, the Vice Chairman of the Board shall exercise all of the Chairman of the Board functions as described in these bylaws.  The Vice Chairman of the Board shall assume the office of Chairman of the Board in the event of resignation of the Chairman of the Board or other vacancy of that office.
  3. Treasurer:  The Treasurer shall oversee all funds and securities of the Association and shall perform other duties as the Board may direct related to the fiscal management of the organization.
  4. Secretary:  The Secretary shall keep or cause to be kept at the principal office of the Association or such other places as the Board of Directors may order:
    1. Minutes of all meetings of the Board of Directors and the membership
    2. Conduct the Association’s correspondence
    3. Provide notice of the Association’s Annual Meetings, meetings of the Board of Directors, or special meetings
    4. Shall act as the Association’s registered agent in the state of Virginia
    5. Shall perform other duties as the Board may direct or as may be required by law. The Executive Director shall fulfill specific functions of the Secretary which are designated by the Board of Directors.
  5. Past Chairman of the Board:  After completion of his or her term, the Chairman of the Board shall remain on the Board of Directors for one (1) additional year in the office of Past Chairman of the Board and may serve additional terms at the discretion of the Board of Directors. If the board term of the Past Chairman of the Board has expired, then the Past Chairman of the Board shall serve as an ex-officio (non-voting) member of the board.  If the board term of the Past Chairman of the Board has not expired, then he or she shall complete his or her term on the board as a voting member (director). As stated in 6.03, the number of voting board members shall not exceed (12).
    Upon final completion of his or her term on the board of directors, the Chairman of the Board shall carry the title of Past Chairman of the Board. 
  6. Executive Director:  The Executive Director shall be responsible for the management, supervision, and direction of the operations of the NHIA headquarters office under authority delegated by the Board of Directors to implement Association programs and policies. The Executive Director shall be an ex-officio member of the Board of Directors, without voting privileges, and shall receive such compensation as the Board of Directors determines.

8.05 REMOVAL OF OFFICERS: Any officer, elected or appointed, may be removed by the Board of Directors whenever, in its judgment, the best interests of the Association shall be served. Such removal shall require a two-thirds (8) vote of all Directors of the Board.

 

ARTICLE IX
COMMITTEES

All active members of the association willing and able to comply with the NHIA Recitation of Responsibilities are eligible to serve on any Association committee

9.01 STANDING COMMITTEES:

  1. Membership Committee:  The Membership Committee shall support the NHIA staff in an advisory capacity on activities focused on growing NHIA membership and increasing membership retention.
  2. Education Committee:  The Education Committee shall support NHIA staff in developing quality educational programming for NHIA members and other stakeholders on business and clinical issues related to alternate-site infusion therapy.
  3. Payer Relations Committee: The Payer Relations Committee shall support NHIA staff in identifying and implementing education, communication, and information-gathering for providers and payers related to how home-based infusion and specialty pharmacy therapies are covered, managed, and reimbursed by public and private payers.
  4. Government Affairs Committee: The Government Affairs Committee shall assist the Board of Directors in developing legislative, policy and funding direction.
  5. Standards and Accreditation Committee: The Standards and Accreditation Committee shall assist NHIA staff facilitate the effective communication of information related to accreditation, industry practice standards, and organizational benchmarking.
  6. Home Infusion EDI Coalition (HIEC) Committee: The Home Infusion EDI Coalition (HIEC) Committee shall work with NHIA staff and the NHIA Board  to represent the interests of the alternate site infusion industry through the formulation, communication, and implementation of a nationally standardized coding system devoted to the description and classification of infusion products and services, and the promotion and advancement of EDI and electronic claiming capabilities for the infusion industry.

9.02 AD HOC COMMITTEES:

The Chairman of the Board may create Ad Hoc Committees as needed. The composition, purpose, and activities of Ad Hoc committees shall be documented in board meeting minutes.

 

ARTICLE X
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

10.01 AUTHORIZATION: The Board Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such Officer or Officers, agent or agents, of the Association in such manner as shall from time to time be determined by resolution of the Board of Directors.

10.02 FUNDS:  All funds of the Association not otherwise employed shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select, or as may be designated by any Officer or Officers, agent or agents of the Association to whom such power may be delegated by the Board of Directors.

10.03 ACCEPTANCE OF GIFTS: The Board of Directors or any Officer or Officers may accept on behalf of the Association any contribution, gift, bequest, or device for the furtherance of the general goals of the corporation.

10.04 AUDITS:  The accounts of the Association will be audited on a yearly basis (or on an alternate schedule, as approved by the Board, due to special circumstances) by a reputable Certified Public Accountant, whose report shall be submitted to the Board of Directors.

10.05 FISCAL YEAR:  The fiscal year for the Association will run from January 1 through December 31 of each year (a “Calendar Year”).*

10.06 BOND:  At the direction of the Board, any Officer or employee of the Association shall be bonded. The Association shall pay the expense of furnishing such bond.

10.07 DISTRIBUTION OF FUNDS:  In the event of liquidation of the corporation, whether voluntary, involuntarily, or by operation of law, the remaining assets of the Association shall be applied to repayment of outstanding obligations, as determined by a two thirds (8) vote of the Board of Directors. Any funds remaining after such disposition shall also be distributed based upon a two thirds (8) vote of the Board of Directors.

 

ARTICLE XI
NOTICE AND TIME REQUIREMENT

11.01 NOTICE OF GENERAL: In any case when notice to the Directors is required or permitted, the notice shall be in writing or printed. When mailed, the notice shall be deemed to be delivered when deposited in the United States Mail address to the Director at his address as it appears on the records of the corporation. When delivered personally or by hand, the notice shall be deemed delivered when actually received by the Director.

11.02 WAIVER OF NOTICE OR LAPSE OF TIME: Whenever under the provision of law or these Bylaws, the Board or any committee thereof is authorized to take any action after notice to any person or persons or after the lapse of a prescribed period of time, if at any time before or after such a person entitled to such action is completed, the person entitled to such notice or entitled to participate in the action to be taken submits a signed waiver of notice of such requirement.

 

 

 

ARTICLE XII
SEAL

The Association may have a seal in the appropriate form, which seal, if one is desired, shall be kept by the Secretary and which may be affixed to formal documents executed in the name of the Association seal is customarily affixed.

 

ARTICLE XIII
AMENDMENT

The process for making amendments, alterations, or repeals (“amendments”) to the bylaws shall be as follows:

Notice of proposed amendment shall be provided as part of a regularly scheduled meeting of the board of directors and the proposed amendment shall be read at that meeting.  Amendments to the bylaws must be approved by a two-thirds (8) vote of the board of directors at the next regularly scheduled meeting of the board of directors that occurs following the reading of the proposed amendment.