CONSTITUTION AND POLICY – MISSISSIPPI CHAPTER HEALTHCARE FINANCIAL MANAGEMENT ASSOCIATION ARTICLE I: NAME The name of this organization shall be the Mississippi Chapter, Healthcare Financial Management Association. For the purpose of identification and brevity Healthcare Financial Management Association hereinafter shall be referred to as “HFMA.” ARTICLE II: OBJECTIVES The objectives of the Mississippi Chapter, HFMA, shall be identical with those of HFMA. The HFMA is an association of individuals who are organized to improve financial management of hospitals and related health care organizations and: 1. To foster and increase knowledge of and proficiency in financial management; 2. To conduct and participate in educational programs and activities concerning financial management; 3. To provide media for the interchange of ideas and dissemination of material relative to financial management; 4. To strengthen cooperation among individuals of varying disciplines in financial management; 5. To develop curricula and financial management supporting material for use by educational instructions; 6. To cooperate with healthcare institutions and related health care organizations and agencies, and other interested groups in matters pertaining to financial management; 7. To establish and promulgate relative to financial management; 8. To promote and encourage financial management standards of performance for individuals and institutions to the various areas of financial management; 9. To undertake research in financial management related to these objectives. ARTICLE III: MEMBERSHIP Membership in the Mississippi Chapter shall be open to all members of HFMA who live and/or work in the geographic area set forth in the Chapter’s Charter, as originally granted by HFMA or as the same may be amended from time to time by the HFMA Board of Directors. Classes of membership within the Chapter and qualifications for membership in those classes shall be the same as those specified in the Bylaws of HFMA. CONSTITUTION AND POLICY – MISSISSIPPI CHAPTER HEALTHCARE FINANCIAL MANAGEMENT ASSOCIATION CONT’D ARTICLE IV: ACTIVITIES 1. For the purpose of carrying out its objectives, the Chapter may undertake activities which will promote and develop the Chapter and effect the objectives stated in this Constitution pursuant to guidelines and limitations prescribed by statute or by HFMA. 2. No dividends or pecuniary profits shall be declared or paid to the membership of the Chapter or to any other individual or entity or group of individuals or entities. 3. The Chapter shall not undertake any action or practice which would jeopardize its exemption from the payment of Federal income taxes as a tax exempt organization within the meaning of Section 501(c)(6) pf the Internal Revenue Code of 1954, as amended, or the corresponding provisions of any future United States revenue law. ARTICLE V: MANAGEMENT The affairs of the Mississippi Chapter, HFMA, shall be managed by the duly elected Chapter Officers and Directors. The powers and duties of the Officers and of the Board of Directors are defined in the Chapter Bylaws. ARTICLE VI: MEETINGS Meetings of the Chapter membership and of the Board of Directors shall be held in accordance with the Chapter Bylaws. ARTICLE VII: TERMINATION OF THE CHAPTER’S EXISTENCE In the event of liquidation of the Mississippi Chapter, HFMA, or the revocation of its charter for due cause by HFMA, all funds in the Chapter Treasury and all Chapter records shall be forwarded to the President of HFMA and will become the property of HFMA. ARTICLE VIII: AMENDMENTS TO THE CONSTITUTION 1. The Bylaws of the Mississippi Chapter, HFMA, shall be admitted and taken to be its laws subject to this Constitution. 2. Amendments to the constitution may be made by a two-thirds (2/3) vote of the Chapter membership voting provided: a. A copy of the Resolution to Amend the Constitution, together with full text of the amendments, heretofore approved by the Board of Directors, is approved on behalf of the Board of Directors of HFMA in advance of the vote, and 2 CONSTITUTION AND POLICY – MISSISSIPPI CHAPTER HEALTHCARE FINANCIAL MANAGEMENT ASSOCIATION CONT’D b. 3. A copy of said Resolution to Amend the Constitution is delivered or mailed to each Chapter member no less than fifteen (15) days nor more than thirty (30) days before the meeting at which the vote will be taken if voting at a scheduled Chapter meeting or at a special meeting called for that purpose. If voting by mail, facsimile or e-mail, a ballot shall be distributed with the Resolution, with no less than twenty-one (21) days allowed to return the ballot. In the event that the Constitution or Bylaws of HFMA shall be amended in a manner which requires an amendment to this Constitution, this Constitution shall be amended as required without any action on the part of the Chapter or its membership of HFMA. Any such amendment shall become effective concurrently with the amendments to the Constitution or Bylaws of HFMA which required it, and the text of the amendment shall be provided to the Chapter of HFMA as promptly as practical following the adoption thereof. Amendments to the Constitution shall become effective immediately, unless otherwise adopted pursuant to the procedures set forth above provided in the text of the amendment. 3