Important Message from Your Board of Directors — Upcoming Membership Vote

NCHIMA Members

Due to difficulties with maintaining separate corporate boards and legal structures for the Triangle, West, South, and East Regional NCHIMA Affiliates, the North Carolina Health Information Management Association, Inc. Board of Directors, the existing directors and officers, and the regional affiliates have been exploring options for going forward while still preserving the interests and strengths of our regional associations. After much discussion and consultation with legal and accounting professionals, we are recommending that the regional affiliate non-profit 501(c)6 corporations merge back into NCHIMA effective at midnight on 6/30/2024, which would effectively dissolve the separate regional corporations and allow for the transfer of their assets to NCHIMA for use as agreed upon by that affiliate with NCHIMA. NCHIMA would be the surviving corporation after the merger. The Triangle Regional Board has voted in principle to begin to go forward with this process, which will have several steps. The East, South, and West Regional affiliates do not have operating Boards at this time.

According to NCGS Section 55A-11-01, one or more non-profit corporations may merge into another nonprofit corporation as long as a Plan of Merger is approved by the membership of both corporations. [See the attached Plan of Merger for your Regional Corporation]. While the effect of a merger between two non-profit corporations, as we have here, is outlined in NCGS 55A-11-05, key points are that the separate legal existence of each regional corporation would disappear or cease as of July 1, 2024, the effective date of the merger with NCHIMA. All of the regional corporation’s assets, including intellectual property, marketing and educational materials that may be sold or used, would be transferred to and become an asset of NCHIMA effective July 1, 2024. To further carry out the transition, you are agreeing when you approve the Plan of Merger that NCHIMA Treasurer Kolby Watts, current NCHIMA President Erika Parker, and NCHIMA Executive Director Linda Monusko, will become the Authorized Agents for the regional corporation’s bank accounts effective July 1, 2024, and are expressly authorized to close those accounts and move the funds in those accounts into an NCHIMA account. All of the regional corporation debit and credit cards will be turned in and canceled as of July 1, 2024.

Even though NCHIMA has been advised of no regional corporation having outstanding debts or liabilities, NCHIMA may in some limited circumstances become responsible for some debts or liabilities of the regional corporations. However, the merger shall not affect the liability or absence of liability of any member of a regional corporation for acts, omissions, or obligations made by the regional corporation before the effectiveness of the merger. By approving the attached plan of merger, you are agreeing that NCHIMA is authorized to file Articles of Mergers for the regional corporations to be effective July 1, 2024.

As already occurring, members of the regional corporations would continue to renew or apply for NCHIMA membership under the NCHIMA existing membership rules and categories. At this time, there is no plan to charge additional NCHIMA dues to support regional activities. Any future change to the NCHIMA member or dues structure would require action by the NCHIMA Board of Directors and, in some instances, a change to the NCHIMA Bylaws.

At this time, the NCHIMA Board of Directors has representatives from all of the regions. The Board of Directors intends to appoint liaisons to the NCHIMA Board of Directors during the transition process and while potential changes to the NCHIMA Bylaws are considered after July 1, 2024. This will ensure representation from all the regions on the NCHIMA board. These regional non-voting Liaisons to the NCHIMA Board of Directors shall serve until they resign; new Bylaws are approved or a new regional non-voting liaison to the NCHIMA Board of Directors is appointed for that region. At this time, there are no proposed changes to the NCHIMA Articles of Incorporation or Bylaws prepared for vote.

For Triangle

The Triangle Regional Board has voted in principle to begin to go forward with such a process and has voted to approve the formal Plan of Merger as attached. Now, the Plan of Merger shall be sent to all members in the Triangle Region according to NCGS 55A-11-03(a)(2) for approval by 2/3 of the members who cast votes in the Triangle Region.

For East, South, and West Regions

As the East, South, and West Regional Corporations do not have current board members constituting a functioning Board, approval of the proposed Plan of Merger for their region under NCGS 55A-11-03(a)(2) for the East, South, and West Regional Corporations shall be by 2/3 of the number of the members who cast votes in each respective region.

The question presented for your vote will be:

Do you approve the Plan of Merger of [your regional affiliate corporation] into NCHIMA as outlined in the attached Plan of Merger? Yes___  No____

The Plan of Merger is attached for your review:

Voting will occur online on June 24th-27th, 2024, via a formal email vote from KnowledgeConnex.

Two-member town halls will be held via zoom to discuss this proposal and to answer any questions. The town halls will be held on: Thursday, May 30th, 2024, 12p-1p and on Wednesday, June 19th, 2024, 6-7 pm. Links are included for each date to join.

For any additional questions, please contact:

Erika Parker, MHA, RHIA
President, NCHIMA
eparker@cccc.edu

Linda Monusko, RHIA
Executive Director, NCHIMA
centraloffice@NCHIMA.org

NCHIMA is inviting you to a scheduled Zoom meeting.

Topic: NCHIMA Town Hall on Region Consolidation Plan of Merger
Time: 05.30.2024 at12 pm and 06.19.2024 at 6 pm
Join Zoom Meetinghttps://us06web.zoom.us/j/81683166208?pwd=7YSp7Ref0eUHQru3WhMi3jcMCba5ho.1
Meeting ID: 816 8316 6208
Passcode: 974687

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Meeting ID: 816 8316 6208
Passcode: 974687