HCQA Board By-Laws

Article II

SECTION A: BOARD MEMBER CONDUCT AND REQUIREMENTS

Public Protection And Impartiality

Recognizing that serving the public interest is the Authority's first priority, Board members shall act fairly, be non-partisan, and unbiased in their role of protecting the public.

The basis/foundation of all Board member decisions shall be in the interest of public protection and Board members should be aware of potential conflicts of interest.

Board members shall not participate in Board decisions in which they will realize direct or indirect financial benefit.

Board members shall not participate in Board decisions in which their bias compromises their objectivity or where an appearance of bias jeopardizes the credibility of the Board's decision in them.

The Authority's Board Conduct

Board members shall not speak or act for the Authority's Board without proper authorization.

Board members shall conduct themselves in a manner that respects the integrity of the Board, its processes, and all participants, including Board members, staff, and stakeholders.

Board members shall recognize the equal role/responsibility of all Board members.

Board members shall be willing to work with the group in making decisions and shall recognize that compromise shall be necessary.

Board members shall be familiar with and operate within the governing statutes, state and federal laws, and the Authority By-Laws at all times.

Board members shall utilize all available relevant information and examine all available evidence before making judgments.

Ethics

Board members shall observe and conduct themselves in accordance with the 1994 State Ethics Law defined in chapter 42.52 RCW and the policies of the Authority's Board.

Removal For Just Cause

The Governor can remove a Board member from his or her position for good cause. The Authority Board may recommend the removal of a member to the Governor by a majority vote at any regular or special meeting of the Authority. A notice of the proposed removal recommendation (including the cause for removal) must be sent to the member in writing at least one week prior to the date of the meeting at which such removal recommendation is to be voted upon.

Appropriate Roles

A Board member shall not be involved in the day-to-day management and personnel issues of the Authority unless required by statute, rule, or policy.

SECTION B: BOARD MEETINGS

Attendance

Attendance at and participation in the Authority's Board meetings and committee meetings is vital. A Board member shall not neglect his or her Board responsibilities; these responsibilities include preparedness, attendance at and participation in committee assignments.

Special accommodations for attendance, such as a conference call with speakerphone or           interactive video conferencing, can be made available for those Board members who need           these accommodations if ample advance notice is given to the Authority staff.

Unexcused Absences

Any member who misses three consecutive meetings will have the fact called to that member's attention by the Chair of the Home Care Quality Authority with the request that the member reconsider his or her ability to continue as a Board member.

The Chair shall also advise the Governor of situations regarding absenteeism that the Chair deems appropriate to call to the attention of the Governor and request that the Governor consider a replacement for that Board member.

Quorum

A quorum for conducting the Authority Board's meetings shall consist of a simple majority of the voting membership. Business conducted without a quorum present is not valid. Members can conduct only the following business without a quorum:

    • Fix the time at which to adjourn.
    • Adjourn.
    • Recess.
    • Take measures to establish a quorum.

If the quorum is destroyed because members leave the meeting, no other business can be conducted, and the meeting must be adjourned.

Meeting Participants

Only duly appointed Authority Board members and such other persons as are recognized by the Chair shall be permitted to participate in the discussion of any matter before the Board unless otherwise authorized by a majority of the Board members present and voting.

Parliamentary Procedure

The parliamentary procedure utilized in conducting the Authority Board's meetings shall be Robert's Rules of Order.

SECTION C: BOARD COMMITTEES

Committee membership is assigned by the Authority Board's Chair, who will take into consideration the member's individual request to serve on a certain committee. The Board Chair shall also appoint the Committee Chair.

The Authority Board Chair is an ex-officio member of all Board committees; is allowed to make motions and vote on all questions; is not counted in a committee quorum; and is not obligated to attend committee meetings.

SECTION D: BY-LAW AMENDMENTS

The Authority's By-Laws shall be developed for and by the Authority's Board, with the understanding that they will continue to be developed as the Authority's work progresses.

The members shall bring suggested amendments to the Board for consideration.   Amendments to the By-Laws can be approved by a two-thirds (2/3) vote of the members.

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