ARTICLE I NAME ARTICLE II PURPOSE

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1 ARTICLE I NAME The name of this component State Association of the American Health Information Management Association (AHIMA) shall be the Ohio Health Information Management Association, Incorporated. ARTICLE II PURPOSE The purpose of this Association shall be identical with that of AHIMA - namely to: Commit to excellence in the management of health information for the benefit of patients and providers. ARTICLE III MEMBERSHIP Section 1. The membership of this Association shall be divided into four (3) classes: a. Active b. Student c. Honorary Section 2. Active. The active members of this Association shall be composed of the active members of AHIMA employed and residing in the State of Ohio, non-employed members residing in the State, and members living out of state but employed in the State of Ohio who select Ohio for their State Association membership. Active members are those individuals interested in the AHIMA purpose and willing to abide by the Code of Ethics. They shall be entitled to vote; to hold office; to serve as a member of the Board of Directors; serve as Committee Chairmen, Strategy Managers, or Project Leaders; serve as Project or Committee members; or serve as delegate to AHIMA. Section 3. Student. Any individual who holds student membership in AHIMA and who is either formally enrolled in a program for Health Information Management Administrators or Technicians in this State or resides in the State and is formally enrolled in a program in another state and selects this State Association membership shall be a student member of this association as long as his student membership in AHIMA continues. Student members shall have all rights and privileges of membership, including that of serving as a project or committee member in designated student positions with voice but no vote. They shall not be entitled to other voting privileges, to hold office, or serve as a member of the Board of Directors, Committee Chairman, Strategy Manager, Project Leader, or delegate to AHIMA. Section 4. Honorary. Any person who is an honorary member of this Association as of the date of adoption of these Bylaws and any person who receives honorary membership in AHIMA and resides in the State of Ohio shall be an honorary member of this Association. Any person who made a significant contribution to health information management science or rendered distinguished service in the health information profession or its related fields may be awarded honorary membership in OHIMA by the Board of Directors. These members shall be exempt from dues. An honorary member may hold no other class of membership in OHIMA. Honorary members shall be eligible for a national appointment. Section 5. Application for Membership. All application for membership shall be in the approved format and shall be sent by the applicant directly to the Executive Director of AHIMA. The total amount of annual dues, fee, and/or assessments as provided in the Bylaws of AHIMA shall accompany the applications. Transfer of membership from another state shall be automatic when notice of such transfer is received from the Executive Director of AHIMA.

2 Section 6. Transfer of Active, Student of Inactive Membership. When an employed member changes his place of employment to another state or when a non-employed member changes his place of residence to another state, or upon graduation changes his residence to another state, he shall notify the Executive Director of AHIMA and transfer to that state shall be automatic as provided in the Bylaws of AHIMA. Section 7. Resignation, Forfeiture, Expulsion, Reinstatement. Active, Student, or Inactive Membership in this Association shall be automatically canceled or reinstated upon notice from the AHIMA office as provided in the Bylaws of said Association. Section 8. Cessation of Property Interest. All right, title and interest, both legal and equitable, of a member in and to the property of the Association shall cease in the event of either of the following: a. His resignation or death b. Forfeiture of membership or expulsion. ARTICLE IV OFFICERS AND DIRECTORS Section 1. The Officers of this Association shall be President, President-Elect, and Treasurer. The President and President-Elect shall hold office for one year or until his/her successor has been elected and qualified. The Treasurer shall be elected for a two-year term in alternate years when only three (3) Directors are elected. Section 2. There shall be six (6) Directors. a. The retiring President shall automatically become a Director for one (1) year. b. Five (5) Directors shall be elected for a two-year term with two Directors elected one year and three Directors elected in alternate years. Section 3. Eligibility. Active individuals interested in the AHIMA purpose and willing to abide by the Code of Ethics shall be eligible to hold office and serve as Officers and Directors of this Association. The President, President-elect and immediate Past President shall be AHIMA approved credentialed holders. Section 4. Section 2b. Nominations. Nominations shall be made by a Nominating Committee as provided for in Article IX, Section 5. Elections. Elections shall be by a plurality of votes cast by the active members in good standing. In case of a tie, the election shall be decided by lot. Ballots with instructions for their use shall be available on the OHIMA Web site to all active members at least thirty (30) days before the Annual Meeting. In order to be counted, the ballot must be submitted either electronically or by U.S. Mail to the Nominating Committee Chairman and must be received at least ten (10) days before the Annual Meeting. Ballots submitted after the deadline shall be disregarded. Results of the election shall be announced at the Annual Meeting and Officers and Directors shall assume office on July 1, the beginning of the fiscal year. Section 6. Resignation or Removal. Any Officer or Director may resign at any time by submitting his written resignation to the Board of Directors but such resignation shall not become effective until accepted by the Board of Directors. Any Officer or Director may be removed from office by a 2/3 vote of the Board of Directors whenever, in their judgment, the best interest of the Association will be served by such action. Such Officer or Director shall be able to request an Appeal Committee composed of the local Association Presidents. A 2/3 vote is required to uphold the decision of the Board. If the removal is undisputed or upheld by the Appeal Committee, such removal from office shall become effective on the date of written notification to said Officer or Director and the membership shall be notified, in writing, of the Board of Directors' decision. 2

3 Section 7. Vacancies. In case of death, incapacity, resignation or removal of any Officer or Director during his term of office, the vacancy shall be filled by vote of the Board of Directors. In the event of the death, incapacity, resignation or removal of the President-Elect prior to assuming the office of President, an elected Director shall assume the position of the President-Elect by vote of the Board of Directors for the un-expired term and shall assume the office of President at the close of the fiscal year. The vacancy thus created in the office of Director shall be filled by vote of the Board of Directors. ARTICLE V DUTIES OF OFFICERS AND DIRECTORS Section 1. The duties of Officers and Directors shall be as specified in these Bylaws and such Standing Rules as may, from time to time, be adopted, or as specified in the Bylaws and Standing Rules of AHIMA and the latest edition of Robert's Rules of Order. Section 2. President. The President shall become familiar with the Procedures for Component State Associations established by AHIMA and be guided by these procedures in directing the activities of officers and committees. The President shall preside at all official business meetings of the Association and of the Board of Directors, except as otherwise provided. The President shall appoint, with the approval of the Board of Directors, two (2) Directors and Chairmen of standing and ad hoc committees. The President shall be an ex officio member of all committees except the Nominating Committee and shall be the first delegate to the AHIMA House of Delegates. He shall supervise the Executive Director of the Central Office. He shall perform other duties as the Board of Directors may determine. Section 3. Treasurer. The Treasurer shall be custodian of the funds of the Association and shall maintain an account of the dues received from the Executive Director of AHIMA. The Treasurer shall make quarterly reports as requested by the President and shall render an annual report. He shall be responsible for the Financial Strategy. The Treasurer shall perform such other duties as the Board of Directors may determine. Section 4. President-Elect. The President-Elect shall serve as an aide to the President and shall assume the duties of the President in his absence or inability to act. The President-Elect shall be responsible for managing a strategy as assigned by the incumbent President and the retiring President at the start of the association year. He shall perform other duties as the Board of Directors may determine. Section 5. Directors. Each Director shall serve as a manager for a strategy as assigned by the incumbent President and the retiring President at the start of the association year. Each Director shall appoint, with the approval of the Board of Directors, Project Leaders as necessary to carry out the activities of the assigned strategy. He shall perform other duties as the Board of Directors may determine. ARTICLE VI MEETINGS Section 1. The Annual Meeting of this Association, not exceeding three (3) days in length, shall be held at a time and place designated by the Board of Directors. This meeting shall be at least thirty (30) days prior to the Annual Meeting of AHIMA. The official call to the Annual Meeting shall be sent to the members at least thirty (30) days prior to the meeting. Section 2. In the event of a national emergency or other circumstance prohibiting the convening of an Annual Meeting, the Board of Directors may cancel the Annual Meeting and prompt notice thereof shall be given to all members of the Association. Section 3. Special meetings may be called by the President, or by a majority of the Board of Directors, or shall be called by the President upon the written request of not less than twenty-five (25) percent of the active members of the Association. Ten days written notice shall be given of a special meeting with the purpose of the meeting being stated in the call. No other business shall be transacted at a special meeting. 3

4 Section 4. The voting body at all meetings shall be the active members in good standing. Section 5. Quorum. At any officially called meeting of the members, a quorum shall exist if seventy-five (75) active members are present. ARTICLE VII BOARD OF DIRECTORS Section 1. There shall be a Board of Directors composed of Officers and Directors of the Association. Committee Chairmen, Project Leaders, Delegates, and local Presidents shall be ex-officio members of the Board of Directors, with voice but without vote. The Board of Directors shall carry on the business of the Association between meetings of the Association and shall report through the President at the Annual Meeting. The Board of Directors shall: a. Transact the general business of the Association. b. Establish goals and objectives for each year. c. Authorize all expenditures and approve an Annual Budget. d. Report to the Association at each Annual Meeting the business transacted by the Board of Directors during the preceding year. e. Have authority to fill any vacancies of the Board of Directors. f. Hold Board of Directors meetings at the call of the President. g. Provide for bonding of the Treasurer. h. Provide for audit of the Treasurer's accounts. i. Approve depository for the Association's funds. j. Approve Director, Committee Chairmen, and Project Leader appointments. k. Select the time and place for the Annual Meeting. l. Determine the amount of the registration fee at said Annual Meeting. Section 2. Meetings. The Board of Directors shall meet immediately preceding and immediately following the Annual Meeting and on call of the President or a majority of the Board Members at such time as may be deemed advisable during the year. Ten days written notice shall be given each member of the Board of Directors either personally, by United States mail or other mode of transmittal addressed to each member at his address as it appears on the records of the Association. Section 3. Business by Mail/Telephone. Matters requiring action between meetings of the Board of Directors, which in the opinion of the President, do not warrant a called meeting, may be decided by mail or other mode of transmittal vote. All such actions shall be ratified at the next meeting. Section 4. Quorum. A majority of the members of the Board of Directors, then in office, shall constitute a quorum. The act or vote of a majority of members present at a meeting, at which a quorum is present, shall be the act or vote of the Board of Directors. ARTICLE VIII EXECUTIVE DIRECTOR Section 1. Powers and Duties. The Executive Director shall be the Chief Executive Officer of OHIMA. This person shall act as OHIMA's secretary, and is responsible for monitoring OHIMA's affairs within the constraints of policies, goals, and priorities established by the Board of Directors. Section 2. Eligibility. The Executive Director shall be an active, credentialed member of AHIMA and will be a member of the Board of Directors of OHIMA with voice but without vote. This person will not be eligible to serve the organization as an officer or OHIMA Nominating Committee Chairman or member, but will be eligible to run for the position of Delegate, and/or any elected or appointed AHIMA position. Section 3. Reports. The Executive Director shall submit an annual report to the Board of Directors and interim reports upon request. 4

5 ARTICLE IX COMMITTEES, STRATEGY MANAGERS AND PROJECT LEADERS Section 1. Committees. There shall be such committees as deemed necessary to conduct the business of the Ohio Health Information Management Association, including a Nominating Committee. The composition, size, and duties of the committees shall be set forth in the Association's Policy and Procedure Manual and subject to approval of the Board of Directors. Section 2. Nominating Committee. a. Membership and Chairman. This committee shall consist of the Ohio Regional Association Presidents or their designee. When an Ohio Regional Association President has co-presidents, one (1) of the co-presidents or their designee shall preside as Nominating Committee member representing their geographical area. This committee shall also consist of one (1) elected Chairman. The Chairman shall be elected annually by the membership. b. Duties. This committee shall prepare a list of nominees for officers and directors, as defined under Article IV, Section 1 and 2. For each officer and director there shall be two or more nominees from those active members in good standing who have consented to serve, if elected. The ballot shall also include the names of active members, in good standing, to serve as delegates to AHIMA, at least double the representation to which the State Association is entitled. The ballot shall indicate the credentialed status of each nominee. In alternate, odd-numbered years, the Committee shall prepare for the ballot, names of nominees, with summaries of their qualifications, for the State's nomination of one member to the Nominating Committee of AHIMA. The ballot shall indicate the credentialed status and membership status and membership classification of each nominee. A plurality vote of OHIMA members shall elect. The name of the elected nominee shall then be submitted to the Executive Director of AHIMA as directed in the bylaws of AHIMA. The report of the Nominating Committee shall be prepared and submitted to the President of the Ohio Health Information Management Association within 30 days following the Annual Meeting of this Association. Section 3. Strategy Managers. The officers and directors shall serve as Strategy Managers, as defined under Article V, with their respective assignments determined by the incumbent President and the retiring President at the start of the association year. Strategy Managers are accountable to the Board of Directors through the President, for the implementation of their strategies as charged. The Treasurer shall act as Strategy Manager for the Financial Strategy. The responsibilities and duties of each Strategy Manager shall be set forth in the Association's strategic plan and subject to approval of the Board of Directors. Section 4. Project Leaders. Strategy Managers shall be responsible for the appointment of Project Leaders as necessary to carry out the activities of the strategy assigned. Project Leaders shall be responsible to carry out the duties required by their assigned projects. Project Leaders may appoint such number of members as necessary to assist them in the performance of their assignments. The responsibilities and duties of each Project Leader shall be set forth in the Association's strategic plan or goals and objectives, and subject to approval of the Board of Directors. Section 5. Special Project Leaders. Other Special Project Leaders may be appointed by the President and the Board of Directors as the need may arise. 5

6 Section 6. Strategic Plan. The Board of Directors shall prepare a draft of the strategic plan for the next association year.. Projects assigned to each strategy shall be outlined in the strategic plan on an annual basis. It will be the responsibility of the incoming Board to assign projects. A finalized strategic plan will be approved by the incoming Board of Directors. Section 7. Membership and Qualifications. Active and Student members in good standing shall be eligible for appointment as members of standing and ad hoc committees and as a member of any project. Active members may serve as chairmen of the Committees and as Project Leaders. Unless otherwise expressly provided in these Bylaws, a member may be re-appointed or re-elected to succeed himself, for not more than three consecutive terms. Provision for filling vacancies on committees and projects shall be set forth in the Association's Policy and Procedure Manual. Section 8. Reports. Each Committee Chairman and Project Leader shall prepare and update procedures and present a written report to the appropriate Strategy Manager two weeks before the Annual Meeting. Section 9. Quorum. A majority of the members serving on any project or any commit-tee shall constitute a quorum. ARTICLE X FINANCE Section 1. The fiscal year of this Association shall be from July 1 of one year to June 30 of the next year. Section 2. Dues for Active, Student or Inactive members shall be as provided in the Bylaws of AHIMA. ARTICLE XI REPRESENTATION Section 1. Number of Delegates. This Association shall be represented in the House of Delegates of AHIMA by a minimum of one delegate. If there are 150 or less active members of this Association, then this Association shall be represented by one delegate. Beginning with 151 active members and for each additional 100 active members this Association will be represented by one additional delegate. In no event shall this Association be represented by more than 5 delegates. The apportionment shall be based on active membership of the Association on record in the Executive Office of AHIMA at the close of business on June 30th of the current year. Section 2. Term of Office. The term of office for the delegates shall be for two (2) years. Terms of delegates shall be staggered to maintain continuity in the House of Delegates and in the State Delegation. No delegate shall serve more than two (2) consecutive terms. Section 3. Qualifications. Only active members in good standing shall be eligible to serve as delegates to AHIMA. Section 4. Nomination and Election. The incumbent State President and the immediate past President shall serve as the first two (2) delegates to AHIMA. Nominations for the additional delegates shall be as provided in Article IX, Section 2b, of these Bylaws. Election of delegates shall be of the active members in good standing, as provided in Article IV, Section 5 of these Bylaws. The ballot shall indicate the credentialed status of each nominee. A plurality vote shall elect. The one receiving the next highest number of votes shall be called to serve as an alternate in case a delegate finds it impossible to serve during the two (2) years. In the event that no alternate finds it possible to serve, the President shall appoint a delegate to fill the un-expired term of the delegate from current officers or Committee Chairmen of the State or Local Associations within the State. ARTICLE XII PARLIAMENTARY AUTHORITY The latest edition of Robert's Rules of Order shall govern this Association in all cases not covered by these Bylaws or by the Bylaws of AHIMA. 6

7 ARTICLE XIII AMENDMENTS The proposal for the alteration, amendment or repeal of Bylaws or adoption of new Bylaws may be submitted by the Board of Directors, the Bylaws Committee or any active member of the Association. These Bylaws may be amended at any regular meeting, special meeting or electronic meeting for the purpose by a 2/3 vote of active members, a participating quorum being present, provided that a copy of the proposed amendment(s) has been available via electronic format. Active members will have at least 20 days to respond to electronic voting before the electronic voting deadline. A 90 percent (90%) vote of the returned electronic ballots within the timeframe shall be required for adoption of such amendments. A minimum of thirty (30) electronic ballots must be received to constitute a quorum. All proposed amendments shall be submitted for prior approval, as directed, to the office of the Executive Director of AHIMA before they are submitted to the membership for adoption. By a 90 percent (90%) vote of active members, a participating quorum, a proposal to amend the Bylaws may be acted upon without prior notice as defined in Article XII. A 90 percent (90%) vote of the active membership participation shall likewise be required for adoption of such amendments. These Bylaws shall automatically conform to any provisions of the Bylaws of AHIMA affecting State Associations. Such provisions shall be binding upon this Association when voted by the House of Delegates of AHIMA and shall be presented to the membership for formal adoption as amendments. After due adoption of alterations, amendments or repeal of any new Bylaw and final signature of approval by AHIMA, the revised Bylaws shall become effective upon receipt by the Association of such final signature of approval or at such later date as may be set forth in such alteration, amendment, repeal or adoption. ARTICLE XIV DISSOLUTION This Association is organized under the Not for Profit Corporation Act of the State of Ohio and is organized for educational purposes and no part of its earnings shall inure to the benefit of any private member, officer or other individual. In the event of a dissolution of this Association, the net distribution assets, after all liabilities and obligations of the Association have been satisfied, shall be distributed to one or more corporations, societies or organizations which are organized and operated not for profit which, in the judgment of a majority of the members of the Board of Directors then in office, are deemed to be engaged solely in educational activities advancing the causes of health information management and technology and health of the public. Amended and restated January,