Bylaws

Effective April 1, 2013

Article 1 Name

The name of the corporation shall be Health Level Seven International, hereinafter referred to as HL7 or the Organization.

Article 2 Purpose, Objectives, and Approach

02.01 Purpose

As an American National Standards Institute (ANSI) Accredited Standards Developer (ASD) HL7 is committed to developing, publishing and promoting a comprehensive framework for the development of health informatics standards and the employment of the framework ("Framework") to produce protocol specifications for health data interchange, integration, storage and retrieval among diverse data acquisition, processing, and handling systems ("Protocol Specifications").

02.02 Objectives

The objectives of HL7 are to encourage the use of the Framework and Protocol Specifications by health systems and service providers, and other interested or materially affected parties; to seek formal accreditation for Protocol Specifications where appropriate; and, generally, to promote high quality, cost-effective use of information systems in the widest variety of health and healthcare related environments.

02.03 Approach

02.03.01 Methodology

HL7 shall develop and publish Protocol Specifications based upon the knowledge of existing and evolving methods and systems, but shall not establish any specifications that intentionally favor the proprietary characteristics or interests of specific systems or entities.

02.03.02 Ownership

Protocol Specifications shall be available to the public and be actively promoted for use by any interested party. Protocol Specifications and all other work product of HL7, and of HL7 Work Groups (collectively, "HL7 Work Product") and the Framework, shall be the intellectual property of HL7, except to the extent otherwise provided in any policy relating to intellectual property adopted by the Board of Directors. HL7 expressly reserves sole right to publish, distribute, license, either freely or at a cost, all HL7 Work Product, and shall control all applicable copyrights to HL7 Work Product and the Framework.

02.03.03 Operations

HL7 shall operate with funds derived from membership dues, meeting registration fees, and other product and service fees as defined by the Board of Directors. HL7 is a not-for-profit enterprise and no part of the HL7 revenues shall accrue to the particular benefit of any HL7 officer, member, participant, or contributor.

Article 3 Membership

03.01 Eligibility

Membership shall be available on an annual basis to those entities active or interested in and/or materially affected by Protocol Specifications addressing health data acquisition, handling (which includes data interchange), and processing. HL7 does not discriminate in membership based on sex, race, creed, or country of national origin. Membership in HL7 shall not be conditional on membership in any other organization or unreasonably restricted on the basis of technical qualifications or other such requirements.

03.02 Member Rights

Member rights are subject to such Intellectual Property Rights policy and related procedures as may from time to time be approved by the Board of Directors.

03.03 Categories

Members shall be categorized as Student, Health Professional, Individual, Organizational, or Affiliate. The Board of Directors may establish or modify categories of membership as appropriate to the requirements of the Organization.

03.03.01 Student Membership

A "Student Member" is any person currently enrolled, full time, in an accredited educational institution who:

  1. has an expressed interest in health data acquisition and management,
  2. submits a completed HL7 membership application without falsification, and
  3. pays the annual Student membership fee.

03.03.02 Health Professional Membership

A "Health Professional" Member is a physician, nurse, pharmacist or other licensed individual who is working for a healthcare provider organization, is directly engaged in providing care to patients, and who:

  1. is interested in actively sharing clinical requirements for standards
  2. is interested in having access to information and trends currently affecting both the industry and Health Professionals practices
  3. submits a completed HL7 membership application without falsification, and
  4. pays the annual Health Professional membership fee.

03.03.03 Individual Membership

An "Individual Member" is any person who

  1. has an expressed interest in health data acquisition and management,
  2. submits a completed HL7 membership application without falsification, and
  3. pays the annual Individual membership fee.

03.03.04 Organizational Membership

An "Organizational Member" is any corporate or other organizational entity with an expressed interest in health data interchange standards, which:

  1. submits a completed HL7 membership application without falsification, and
  2. pays the annual Organizational membership fee.

Organizational Members shall designate in writing or by e-mail the names and contact information for those individuals who, as allotted voting representatives of that Organizational Member based on level of membership, will be entitled to exercise all membership benefits made available to their level of membership. The Organizational Member must identify a Key Representative from among this group. HL7 must receive timely notification of any changes to the designated representatives in writing or by e-mail.

A corporation comprised of, and wishing to purchase a membership covering all of its Subsidiaries, Affiliates, Divisions and/or Operating Companies (collectively, a "Corporate Family") may do so by paying the fee corresponding to the collective revenue of the Corporate Family. If desired, an individual entity within a Corporate Family, rather than the entire Corporate Family, may purchase a membership by paying the fee corresponding to its revenue. Such membership does not confer or imply any rights, obligations or any other relationship on behalf of or with any other member of such entity's Corporate Family.

For the avoidance of doubt more than one member entity of a Corporate Family may apply for membership.

An Organizational Member may apply its member rate to each individual from its organization attending an HL7 meeting, regardless of the number of designated representatives allowed under its membership level.

03.03.05 Affiliate Membership

An "Affiliate Member" is representative of a country, group of countries, or geographic area with an expressed interest in the development and implementation of HL7 Work Product. An Affiliate Member shall be approved by the Board of Directors as a result of a petition from at least five representatives from the country, group of countries, or geographic area espousing support for the objectives and mission of HL7 in their national or geopolitical venue and agreeing to the terms of an Affiliate Agreement offered by HL7.

The voting representatives allotted to the Affiliate Member by the Affiliate Agreement, based on a percentage of the number of members in the affiliate to a stated maximum number, shall be allocated by each Affiliate Member according to its own policy. The Affiliate Member shall designate its allotted voting representatives in writing or by email. Each Affiliate Member must identify a Key Representative from among this group. HL7 must receive timely notification of any changes to the designated representatives in writing or by e-mail.

Each identified representative of an Affiliate Member attending an HL7 meeting will be extended the member's rate, regardless of the number of designated voting representatives allotted under the Affiliate Agreement.

Article 4 Dues, Fees, and Donations

All dues and fees submitted or collected shall become the property of HL7 and be used to fund operations. All funds and property donated to further the work of HL7 shall become the property of HL7; whenever possible donations will be used for the purpose designated by the donor.

Article 5 Participation

All current Individual Members and allocated voting representatives of Organizational and Affiliate Members may vote, including via remote participation, on standards and on administrative matters such as revisions to the Bylaws and the election of officers and other members of the Board of Directors. Student Members and Health Professional Members do not have the right to vote on such matters.

Article 6 Governance

The Board of Directors shall govern the Organization and shall determine from time to time the responsibilities and authority of the Officers and Executives.

06.01 Board of Directors

The Board of Directors of HL7 shall consist of the following voting members: four (4) Officers (Chair, Vice Chair, Secretary, and Treasurer), up to four (4) Directors elected from amongst the Affiliate Members, up to eight (8) Directors elected from amongst the General Membership; and up to three (3) Directors nominated by the Chief Executive Officer and ratified by the Board of Directors. The chairperson of the Technical Steering Committee shall be an ex officio member with vote. The Chief Executive Officer, Chief Technology Officer and Executive Director (the Executives) shall be ex officio members without vote. The Board of Directors shall determine the number of Directors, within the limits stated above, to be elected by the General Membership and the Affiliate Members, and nominated by the Chief Executive Officer to serve on the Board of Directors.

06.02 Officer Vacancies

Vacancies occur through written resignation, through notice of incapacitation, through the missing of two consecutive Board of Directors meetings without approved extenuating circumstances, through non-renewal of membership of the employer of the individual, or through forfeiture of membership for non-payment of dues or cause.

Vacancy of the office of Chair shall be filled by either:

  1. The immediate succession of the current Chair-Elect (seated as the Vice Chair) to the office of Chair to serve through their elected term; the position of Vice Chair to be filled by vote of the Board of Directors in regular or special assembly with the appointee to serve until the election of the next Chair-Elect. Or;
  2. In the absence of a Chair-Elect (as would be the case in the first year of a Chairperson's term), the Immediate Past Chair (seated as the Vice Chair) shall assume the office of Chair pro tem and initiate the nomination of candidates and election of a new Chair, as described in Section 7.01 and Section 7.02, within ten (10) working days. The person elected shall take office immediately upon publication of the results of the election and serve the remainder of the open term with the Immediate Past Chair resuming the position of Vice Chair.

Other officer vacancies shall be filled promptly by vote of the Board of Directors in regular or special assembly. Individuals so appointed will complete the open term of office.

Article 7 Nomination and Election

07.01 Nomination of Candidates

A nomination committee shall nominate and/or accept into nomination candidates from among Current Members (as defined in the HL7 Governance and Operations Manual) for each office to be filled. Nominations shall be submitted to the nomination committee during a 45-day period ending at least 60 days prior to the Annual Business Meeting; the commencement and completion of the nomination period shall be announced in advance to the membership in writing. The nomination committee shall validate the nomination of each candidate.

07.02 Election of Officers and Directors

The Secretary shall ensure that the membership is provided an official ballot at least 30 days prior to the Annual Business Meeting. This ballot shall have provision for write-in votes and a stated due date that is not less than 30 days following the day of distribution. The Secretary shall tally the ballots returned by the due date. In the event of there being three or more candidates contending for a position, the winner or winners shall be deemed to be the candidate or candidates collecting the largest vote total, a plurality, on the first and only ballot, whether or not a majority is attained. Ties shall be resolved as provided in the Governance and Operations Manual. Results of the election shall be announced at the Annual Business Meeting.

Article 8 Appointed Positions

The Chair, with approval of the Board of Directors, may from time to time make appointments consistent with the other provisions of these Bylaws as necessary and appropriate to attain objectives or meet operational needs.

08.01 Eligibility

Only Current Members, as defined in the HL7 Governance and Operations Manual, shall be eligible to serve in an appointed position.

08.02 Term of Office

The term of office for appointed positions shall be for no more than two years coinciding with the period served by the appointing Chair of the Board of Directors. Individuals may be reappointed, with the consent of the Board of Directors, without limit.

08.03 Vacancies

Vacancies may occur in appointed positions through written resignation, through written notice of incapacitation, through the missing of two consecutive meetings without extenuating circumstances, or through the non-renewal or forfeiture of membership for non-payment of dues or cause. Vacancies shall be filled promptly by appointment with the approval of the Board of Directors.

Article 9 The Working Group

The Working Group shall consist of the set of those work groups, committees, and task forces collectively focused on particular Protocol Specifications, domains and issues.

Article 10 Administrative Committees

10.01 General

All Administrative Committee chairpersons shall be appointed by the Chair with the approval of the Board of Directors to serve a term concurrent with the Chair. Unless otherwise specified, the appointment of committee members shall be delegated to the committee chairperson. The designation of committee co-chairs shall be at the sole discretion of the committee chairperson, who shall be responsible for the operations of the committee. The committee chairperson and each member shall be Current Members of HL7.

10.02 Standing Administrative Committees

The Board of Directors may establish standing committees to meet the long term objectives of the Organization. Each standing committee shall publish a mission and charter statement available to the membership.

10.03 Special Administrative Committees

The Board of Directors may from time to time create special committees to assist it. These committees shall have a specific time frame and list of deliverables and shall be dissolved upon completion of their tasks.

Article 11 Conferences, Meetings, and Educational Programs

11.01 Working Group Meetings

HL7 Working Group Meetings, comprising those activities related to the creation, maintenance, enhancement, and implementation of the Protocol Specifications, shall be scheduled at the discretion of the Board of Directors with a minimum 30-day notice.

11.02 Business Meetings

HL7 shall hold a minimum of one Business Meeting per year for the purpose of informing the membership of the current status and sustainability of the Organization with 30-day minimum notice of requested attendance. The Business Meeting may be held in conjunction with a Working Group Meeting.

11.03 Plenary Conferences and Education Sessions

Plenary conferences and education sessions may be scheduled as desired by the Board of Directors with 30-day minimum notice. Plenary conferences and education sessions may be held in conjunction with a Working Group Meeting.

11.04 Other Meetings

Other meetings may be held on 30 days notice. Special Work Group Meetings may be held at the discretion of Work Group co-chairs with 30-day minimum notice and subject to the proviso that actions taken in a special meeting that bind the Work Group shall be ratified during a regular Working Group Meeting or by a ballot of those subscribed to the Work Group list server.

Article 12 Indemnification of Corporate Agents

12.01 Definition of Terms

As used in this Article:

"Corporate agent" means any one who is or was an officer, employee, agent, meeting participant who is eligible to vote, or member of HL7 or of any constituent corporation absorbed by HL7 in a consolidation or merger; and any person who is or was a trustee, officer, employee, or agent of any other enterprise, serving as such at the request of HL7, or of the constituent corporation; or the legal representative of the trustee, officer, employee, or agent;

"Other enterprise" means any domestic corporation, foreign corporation, or corporate business entity, other than HL7, or any employee benefit plan or trust;

"Expenses" means reasonable costs, disbursements, and counsel fees;

"Liabilities" means amounts paid or incurred in satisfaction of settlements, judgments, fines, and penalties;

"Proceeding" means any pending, threatened, or completed civil, criminal, administrative, or arbitrative action, suit, or proceeding, and any appeal therein, and any inquiry or investigation which could lead to the action, suit, or proceeding.

12.02 Proceedings Initiated By or For Others

HL7 may indemnify a corporate agent against the agent's expenses and liabilities in connection with any proceeding involving the corporate agent because the agent is or was a corporate agent, other than a proceeding by or in the right of HL7, provided that:

(a) The corporate agent acted in good faith and in a manner which the agent reasonably believed to be in or not opposed to the best interest of HL7; or
(b) With respect to any criminal proceeding, the corporate agent had no reasonable cause to believe the conduct was unlawful.

The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the corporate agent did not meet the applicable level of conduct set forth herein.

12.03 Proceedings Initiated By or For HL7

HL7 may indemnify a corporate agent against the agent's expense in connection with any proceeding by or in the right of HL7 to procure a judgment in its favor which involves the corporate agent by reason of being or having been the corporate agent, if the corporate agent acted in good faith and in a manner which the corporate agent reasonably believed to be in or not opposed to the best interests of HL7.

However, in the proceeding no indemnification shall be provided in respect of any claim, issue, or matter as to which the corporate agent was liable to HL7, unless and only to the extent that the Superior Court or the court in which the proceeding was brought shall determine upon application that despite the adjudication of liability, but in view of all circumstances of the case, the corporate agent is fairly and reasonably entitled to indemnity of those expenses as the Superior Court or the other court shall deem proper.

12.04 Review of Entitlement to Indemnification

Any indemnification under 12.02, and unless ordered by a court, under 12.03, may be made by the corporation only as authorized in a specific case upon a determination that indemnification is proper in the circumstances because the corporate agent met the applicable level of conduct set forth in 12.02 or 12.03. The determination shall be made:

(a) By the Board of Directors or a committee thereof, at a meeting at which is present a quorum, determined without including persons who were parties to or otherwise involved in the proceeding, acting by a majority vote of persons who were not parties to or otherwise involved in the proceeding;
(b) By independent legal counsel, in a written opinion as may be directed by a majority vote of the disinterested persons at a meeting of the Board of Directors or committee, without the necessity of the presence of a quorum. The Board of Directors shall designate the independent legal counsel.

12.05 Exceptions

No indemnification shall be made to or on behalf of a corporate agent if a judgment or other final adjudication adverse to the corporate agent established that his acts or omissions (1) were in breach of his duty of loyalty to HL7 or its member, (2) were not in good faith or involved a knowing violations of law, or (3) resulted in receipt by the corporate agent of an improper personal benefit.

Article 13 Dissolution

13.01 Action of Board of Directors and Members

Should organizational membership fall below 20 members, the Board of Directors may recommend that the corporation be dissolved. In the case of such a recommendation, the Board of Directors shall prepare a plan of dissolution and submit it to a vote of the Organizational Members, each organization having one vote. The plan of dissolution shall be approved upon receiving an affirmative vote of two-thirds of the votes cast.

13.02 Plan of Dissolution

The plan of dissolution shall include provisions to implement the following in the priority set forth below:

  1. Payment and discharge of all liabilities and obligations
  2. Compliance with all conditions of any applicable tax exemptions
  3. Return, transfer, or conveyance of all assets received and held upon condition that the assets be returned, transferred, or conveyed upon dissolution
  4. Transfer or conveyance of all assets received and held subject to limitations on their permitted use, but not held upon condition set forth in 3 above, to one or more organizations engaged in activities substantially similar to those of HL7
  5. Liquidation of all remaining assets with all proceeds being donated to one or more foundations engaged in furthering the use of standards in healthcare and/or promoting healthcare information technology interoperability.

Article 14 Revising the Bylaws

14.01 Amendment by Board of Directors; Request to Amend by Members

Amendments to these bylaws may be recommended at any time by a vote of the Board of Directors. A written request to amend the bylaws, containing the specific language of recommended changes and signed by the Key Representatives of at least ten current Organizational and/or Affiliate Members, may be submitted to HL7 Headquarters at any time.

14.02 Review Committee

In the event of a request to amend by members, the Board of Directors shall appoint a review committee, with the Secretary as chairperson, to consider revision of the bylaws at its first regular session following receipt of a request to amend the bylaws. The review committee shall undertake timely discussion and disposition of the recommended changes, but shall not be arbitrarily constrained to a given date for completion of deliberations.

14.03 Consideration and Process

Within 30 days of the receipt, discussion and disposition of the recommendations by the review committee, the Secretary shall notify the submitters of the disposition of the requested amendments and cause any recommended changes accepted by the review committee to be circulated to the full membership in the form of an administrative ballot. Any administrative ballot relating to such changes, or to changes recommended by the Board of Directors, shall have a due date not less than 30 days following the date of distribution. The Secretary shall tally the ballots. The amendments shall be approved by an affirmative vote of the majority of all Current Members who cast a vote, provided that at least a quorum, as defined in the Governance and Operations Manual, participate in such vote.

14.04 Effective Date

Bylaws, as altered or amended, shall become effective immediately upon approval unless otherwise stipulated in the amendment.

14.05 Trivial Corrections

Typographical errors or errors of omission, consistency, or terminology use shall be corrected, with the concurrence of the HL7 Secretary, without recourse to a ballot of the membership.