TEXAS HEALTH INFORMATION MANAGEMENT ASSOCIATION
BYLAWS

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Article I. Name

The name of this component state association of the American Health Information Management Association ("AHIMA") shall be the Texas Health Information Management Association, hereinafter referred to as "TxHIMA" or the "Corporation."

Article II. Purpose

The purpose of TxHIMA shall be to provide dynamic leadership in the creation and utilization of systems and standards to ensure quality health information; to influence governmental, educational, social and business issues which impact on the management and use of health information for the benefit of patients and providers; and to provide educational programs and other services to advance the professional competency of both TxHIMA members and others who work with health information.

Article III. Membership

Section 3.1. Classes of Membership. The membership of the TxHIMA shall be divided into five classes.

A. Active
B. Associate
C. Student
D. Honorary
E. Corporate

Section 3.2. Active Members. The Active Members of TxHIMA shall be composed of the Active Members of AHIMA residing in the State of Texas, or residing in another state and employed in the State of Texas, and who select Texas for their state association membership. Active Members shall have all the rights and privileges accorded this class of membership by AHIMA, and shall have full membership privileges of TxHIMA.

Section 3.3. Associate Members. The Associate Members of TxHIMA shall be composed of the Associate Members of AHIMA residing in the State of Texas, or residing in another state and employed in the State of Texas, and who select Texas for their state association membership. Associate Members shall have all the rights and privileges accorded this class of membership by AHIMA, and shall be eligible for appointment with voice and vote; however, they shall not be entitled to other voting privileges, hold office or serve as delegates.

Section 3.4. Student Members. The Student Members of TxHIMA shall be composed of the Student Members of AHIMA who are either formally enrolled in a program for Health Information Management or Health Information Technology in the State of Texas, or who reside in Texas and are formally enrolled in a program in another state and select Texas for their association membership. Student Members shall have all the rights and privileges accorded this class of membership by AHIMA, and shall be eligible for appointment with voice; however, they shall not be entitled to vote, hold office or serve as delegates.

Section 3.5. Honorary Members. Any person who made a significant contribution to health information management or rendered distinguished service in the health information management profession or its related fields may be awarded honorary membership in TxHIMA by the House of Delegates and/or the Board of Directors. Honorary Members shall possess none of the rights and privileges of other classes of membership and shall have no right, title or interest in any property of TxHIMA. An Honorary Member may hold no other class of membership in TxHIMA.

Section 3.6. Corporate Members. The Corporate Members of TxHIMA shall be composed of corporations interested in the purposes of TxHIMA. A corporation shall designate one representative who shall have the rights and privileges accorded this class of membership, including that of appointment with voice and vote; however, a Corporate Member shall not be entitled to other voting privileges, hold office or serve as delegate.

Section 3.7. Application for Membership. Application for Active, Associate, Student and Inactive membership shall be in writing on the form provided by AHIMA and shall be sent by the applicant directly to the executive director of AHIMA. Applications for Corporate membership shall be in writing on the form provided by TxHIMA and shall be sent by the applicant directly to TxHIMA.

Section 3.8. Transfer of Membership. A member, upon relocation of residence or school program or change of employment, who elects to transfer to another state, shall notify the executive director of AHIMA who shall notify the president of TxHIMA.

Section 3.9. Resignation, Forfeiture, Expulsion, Reinstatement. Active, Associate, Student, or Inactive membership in TxHIMA shall be automatically canceled or reinstated upon notice from the executive director of AHIMA as provided in the AHIMA bylaws.

Section 3.10. Cessation of Property Interests. All rights, title, and interests, both legal and equitable of a member in and to the property of TxHIMA shall cease in the event of such members resignation, death, forfeiture of membership, or expulsion.

Article IV. Officers and Directors

Section 4.1. Officers. The officers of TxHIMA shall be a president and a president-elect. The president shall serve for a term of one year, after having served as president-elect during the previous year.

Section 4.2. Directors. There shall be five (5) directors. The retiring president shall automatically become the past president director for one year. Two directors shall be elected for a two-year term each year.

Section 4.3. Eligibility. Only Active Members in good standing shall be eligible to hold office or serve as a director. No member shall concurrently hold more than one position on the Board of Directors.

Section 4.4. Nominations. Nominations for officers and directors shall be made by a Nominating Committee as provided in Section 8.5.

Section 4.5. Elections. Elections shall be by a plurality of the votes cast by the Active Members in good standing; i.e., the person receiving the greatest number of votes for any office shall be elected to such office. In case of a tie, the election shall be decided by lot. Voting shall be by mail ballot only. Ballots with instructions for their use shall be placed in the mail to all Active Members at least thirty (30) days prior to the annual convention. In order to counted, a ballot must be received by the designated ballot recipient no later than the date specified in ballot instructions. Results of the election shall be printed in the official TxHIMA publication and announced at the annual convention. Officers and directors shall assume office on July 1.

Section 4.6. Vacancies. Any vacancies that occur during a term of office may be filled by the action of the Board of Directors for the remainder of the unexpired term. Any member of the Board of Directors may resign at any time by submitting a written notice of such resignation to the Board of Directors, but such resignation shall not become effective until accepted by the Board of Directors.

Section 4.7. Duties of Officers and Directors. The duties of the officers and directors shall be as specified in these bylaws and such standing rules as may from time to time be adopted, and as specified in the TxHIMA Policy and Procedure Manual.

A. The president shall serve as chairman of the delegation of TxHIMA to the House of Delegates of AHIMA. The president shall preside at all meetings of TxHIMA, the Board of Directors and the House of Delegates. The president shall direct the activities of officers, directors, chairmen, managers and coordinators of TxHIMA in accordance with AHIMA's Procedures for Component State Associations. The president shall appoint the parliamentarian and the Nominating Committee chairman. The president shall act as an ex-officio member of all task forces, projects and committees except the Nominating Committee.

B. The president-elect shall be a member of the delegation of TxHIMA to the House of Delegates of
AHIMA and a member of the TxHIMA House of Delegates. The president-elect shall perform all the duties of the president in his or her absence or inability to act. The president-elect shall be an ex-officio member of all task forces, projects and committees except the Nominating Committee.

C. The directors shall be members or alternate members of the delegation of TxHIMA to the House of Delegates of AHIMA and members of TXHIMA House of Delegates. The directors shall serve in a liaison role to districts, task forces, projects and committees as appointed by the president.

D. The Past President shall be chairman of the Nominating Committee.

Section 4.8. Removal. Any of the elected or appointed officers or directors of TxHIMA may be removed for cause by the Board of Directors, providing such action is taken by a three-fourths vote of the members of the Board.

Article V. Board of Directors

Section 5.1. Composition. The Board of Directors shall be composed of the officers and directors of TxHIMA. The parliamentarian and executive office coordinator shall be members with voice, but without vote.

Section 5.2. Powers and Duties. The Board of Directors shall manage the property, business and affairs of TxHIMA except as powers may be assigned in these bylaws to the House of Delegates. The Board of Directors shall exercise all such powers of TxHIMA as required by law, articles of incorporation, and/or these bylaws including:
A. Representation of the membership of TxHIMA on all matters internal and external.
B. Establishing policies and procedures of TxHIMA.
C. Developing and overseeing the implementation of long and short range plans commensurate with TxHIMA's Goals and Objectives.
D. Acting on resolutions of the House of Delegates; establishing, overseeing, and acting on the recommendations of all task forces, projects and committees.
E. Employing qualified Executive Office staff for TxHIMA.
F. Filling vacancies of officers and directors during term of office.
G. Overseeing all financial activities of TxHIMA including audit, budget, funds management and bonding.
H. Providing an annual report to the House of Delegates and to the members of TxHIMA.

Section 5.3. Meetings. The Board of Directors shall meet at such times as necessary to manage the affairs of TxHIMA.

Section 5.4. Consent in Lieu of Meeting. 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 a waiver of notice of regular meeting and a unanimous consent of directors in lieu of regular meeting. Such resolutions voted for, adopted, approved, and consented to shall become effective as of the date therein provided.

Section 5.5. Quorum and Manner of Acting. The majority of the membership of the Board of Directors constitutes a quorum. The affirmative vote of a majority of members present shall be necessary for the adoption of any matter unless otherwise required by law and these Bylaws.

Section 5.6. Voting. Unless otherwise provided in these bylaws or by statute, the act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Article VI. Meeting of Members

Section 6.1. Meetings. There shall be an annual convention. There shall be at least one meeting of the members of TxHIMA each year. Other meetings of the members may be called by the Board of Directors at such times and places as may be deemed advisable during the year. A time and place for the annual convention and all meetings shall be determined by the Board of Directors.

Section 6.2. Notice. An official call to session shall be sent to all members at least thirty (30) days prior to all meetings.

Section 6.3. Voting Rights. The voting body at all meetings shall be the House of Delegates.

Section 6.4. Cancellation. In the event circumstances prohibit the holding of an annual convention or meeting, the Board of Directors may cancel the annual convention or meeting and prompt notice thereof shall be given to all members of TxHIMA.

Article VII. House of Delegates

Section 7.1. Composition. The House of Delegates shall be composed of the officers and directors of TxHIMA and the delegates from each district and Section. Each member of the House of Delegates shall have one vote and no proxies shall be permitted.

Section 7.2. Powers and Duties. The members of TxHIMA shall be represented by a House of Delegates, which shall be the legislative body of TxHIMA. The House of Delegates shall have the power to :
A. Approve standing rules of the House of Delegates.
B. Approve resolutions.
C. Advise the Board of Directors in the development and modification of TxHIMA plans.
D. Elect the members of the Nominating Committee, except the chairman.
E. Approve Honorary membership upon recommendation of the Board of Directors.
F. Approve the establishment of Sections.

Section 7.3. Elections. Delegates shall be elected by and from the Active AHIMA members in their respective districts and Sections. The apportionment of delegates shall be based on Active AHIMA membership of the districts on record in the Executive Office of TxHIMA during March of the current year. Each district shall be entitled to one delegate for any portion of one hundred (100) Active Members and shall be entitled to one additional delegate for each additional one hundred (100) Active Members or major portion thereof. Each Section shall be entitled to one delegate. The term of delegates shall be one or two years as determined by the district and Section. Districts and Sections shall make provisions for filling delegate vacancies.
Section 7.4. Meetings. The House of Delegates shall meet at least once each year and on the call of the Board of Directors. A definite time and place for all meetings shall be determined by the Board of Directors. An official call to session shall be sent to all delegates at least thirty (30) days prior to the convening of the House of Delegates.

Section 7.5. Seating. The officers and directors of TxHIMA and the delegates meeting the provisions of these Bylaws and the standing rules of the House of Delegates shall be seated in the House of Delegates.

Section 7.6. Quorum and Manner of Acting. Delegate representation from at least one-third of the districts shall constitute a quorum for the House of Delegates. The affirmative vote of a majority of the delegates present and voting shall be necessary for the adoption of any matter unless otherwise required by law or in these Bylaws.

Section 7.7. New Business. A two-thirds affirmative vote shall be required to consider new business that is presented to the House of Delegates without prior notice. Prior notice consists of written notice by a member of the House of Delegates of by a district to all members of the House of Delegates, post-marked at least 30 days prior to the meeting of the House of Delegates.

Article VIII. Task Forces, Projects and Committees

Section 8.1. Establishment. There shall be such task forces, projects and committees as necessary to implement the goals and conduct the business of TxHIMA including a Nominating Committee. All policies and procedures with respect to the establishment, appointment of chairmen and members, term of office, filling of vacancies, reporting and dissolution of task forces, projects and committees, other than the Nominating Committee, shall be set forth in the TxHIMA Policy and Procedure Manual as approved by the Board of Directors.

Section 8.2. Chairmen. The chairmen shall be Active Members in good standing.

Section 8.3. Members. Active, Associate, Student and Corporate Members shall be eligible to serve as members.

Section 8.4. Duties. The duties, responsibilities and direction for task forces, projects and committees, other than the Nominating Committee, shall be set forth by resolution of the Board of Directors. The task forces, projects and committees shall not preempt the authority of the Board of Directors or the House of Delegates in any matter.

Section 8.5. Nominating Committee. The Nominating Committee shall be composed of eight (8) Active Members and the Past President, as the chairman. The members of the Nominating Committee shall be elected by the House of Delegates each year. Each District may submit one (1) nomination for the Nominating Committee. Vacancies shall be filled as defined in the standing rules of the House of Delegates. The Nominating Committee shall prepare a ballot of qualified candidate(e) for each office of officer and director of TxHIMA in the manner prescribed in the TxHIMA Policy and Procedure Manual, to ensure elections in the manner prescribed in Section 4.5. The ballot shall constitute the annual report of the Nominating Committee.

Article IX. Sections

Section 9.1. Sections Definition. A Section is an organization composed of members and nonmembers of TxHIMA interested in a particular area of specialization in the health information management profession.

Section 9.2. Sections Establishment. The House of Delegates may establish or dissolve a Section. The process for establishing a Section shall be outlined in the Standing Rules of the House of Delegates.

Section 9.3. Sections Purpose. A Section shall provide a forum for exchange of information, plan and conduct educational programs for its specialty members and serve as a specialty resource for TxHIMA.

Section 9.4. Sections Composition. The membership of Sections shall be divided into five classes: Active, Associate, Student, Inactive and Affiliated. The Active, Associate, Student and Inactive Members shall be composed of members in the equivalent membership classes of AHIMA. The Affiliated Members shall be composed of non-members of AHIMA.

Section 9.5. Sections Authority. A Section shall not preempt the authority of the TxHIMA Board of Directors or the House of Delegates in any manner. Sections shall present their bylaws, objectives, plans of action, budgets, and procedures to the TxHIMA Board of Directors for approval.

Section 9.6. Sections Reports. Reports of the meetings of Sections shall be submitted to the Board of Directors in writing.

Section 9.7. Sections Dues. Dues for members of Sections, as determined by the Board of Directors, shall be paid annually.

Article X. Districts

Section 10.1. Districts. The state shall be divided into districts. The boundaries of the districts shall be set forth in the TxHIMA Policy and Procedure Manual, as authorized and approved by the Board of Directors. No member shall belong concurrently to more than one district. A geographic area shall only be a part of one district.

Section 10.2. Purpose of Districts. The purpose of each district shall be a provided for in Article II, Purpose, of these bylaws.

Section 10.3. District Membership. The membership of each district shall be as provided for in Article III, Membership, of these bylaws.

Section 10.4. District Officers. The officers of a district shall be such officers as are necessary to conduct the business of the district.

Section 10.5. District Voting Body. The voting body of a district shall be limited to the Active Members in good standing of the district.

Section 10.6. District Representation. Districts shall elect Active Members to represent them in the House of Delegates of TxHIMA as provided in Section 7.3.

Section 10.7. District Bylaws. To ensure House of Delegate representation, the bylaws of each district and all amendments thereto shall be submitted to the Board of Directors for review and clearance before adoption. The bylaws shall conform with the provisions governing districts as provided for in this Article and in the standing rules of the House of Delegates of TxHIMA.

Article XI. Finance

Section 11.1. Fiscal Year. Each fiscal year of TxHIMA shall run from June 1 through the following May 31.

Section 11.2. Dues. Dues for Active, Associate, Student, or Inactive Members shall be as provided in the bylaws of AHIMA and shall be paid by the member directly to the executive director of AHIMA. TxHIMA>s portion of the dues is forwarded by AHIMA to TxHIMA.

Section 11.3. Corporate Dues. The dues for Corporate Members shall be determined by the Board of Directors of TxHIMA and shall be paid directly to TxHIMA. Dues shall be paid on a calendar year basis and shall be due on January 1.

Article XII. National Representation

Section 12.1. AHIMA Representation. TxHIMA shall be represented in the House of Delegates of AHIMA as provided in the bylaws of AHIMA.

Section 12.2. Delegates. Only Active Members in good standing shall be eligible to serve as delegates to the House of Delegates of AHIMA. The officers and directors shall constitute the delegation to the House of Delegates of AHIMA. The first year director elected with the least number of votes shall serve as the first alternate delegate and the Past President Director shall serve as the second alternate delegate.

Section 12.3. Nominating Committee Nominee. In odd numbered years, an Active Member in good standing shall be elected as the TxHIMA nominee to the AHIMA Nominating Committee. The nominee shall be elected at the same time and in the same manner as the officers and directors of TxHIMA.

Article XIII. Conflict of Interest

Section 13.1. Private Gain. Membership in TxHIMA, on the Board of Directors, on the committees or staff shall not be used for private gain on the part of any member. Members shall not vote on a question in which they have a direct personal benefit or pecuniary interest.

Section 13.2. Disclosure. When an action is being proposed affecting a purchase, a contract, a project, an institution or similar situations, a conflict of interest shall be presumed to exist when a member stands to benefit from the vote on that proposed action. Any member confronted with a possible conflict of interest shall disclose such possible conflict to the body and shall abstain from voting. Any member present may raise the question of conflict of interest which shall be ruled on by the presiding officer, based upon information presented.

Article XIV. Parliamentary Authority

The latest edition of Robert's Rules of Order Newly Revised shall govern TxHIMA in all cases not covered by these bylaws or by the bylaws of AHIMA.

Article XV. Amendments

Section 15.1. Authority. The authority to amend or repeal these bylaws shall be vested solely in the Active Members in good standing. Two-thirds of the votes cast shall be required to adopt any amendment.

Section 15.2. Initiation. Proposals for the amendment of the TxHIMA bylaws to be submitted to the Active Members may be initiated by any Active Member in good standing.

Section 15.3. Submission. Any proposal for the amendment of the TxHIMA bylaws shall be submitted to the TxHIMA Board of Directors for review. Proposals will be forwarded to the AHIMA Offices for Review before being presented to the TxHIMA membership.

Section 15.4. Substance and Notice. Proposed amendments together with rationale and recommendations for action shall be submitted to the membership with a review and comment deadline. Voting shall be by ballot only, in a manner similar to the election of officers and directors. The ballot shall be placed in the mail to the Active Members at least thirty (30) days prior to the stated deadline for ballot return. Results of the voting shall take effect immediately upon certification of the results. The membership shall be notified of the voting results through the official TxHIMA publication.

Section 15.5. Conformance with AHIMA Bylaws. These bylaws shall automatically conform to any provisions of the bylaws of the American Health Information Management Association affecting state associations. Such provisions shall be binding upon TxHIMA when voted by the House of Delegates of AHIMA and shall be presented to the membership of TxHIMA for formal adoption as amendments.

Article XVI. Indemnification

Section 16.1. Right to Indemnification. The Corporation shall indemnify any director, officer, employee, or agent of the Corporation made a party or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and any inquiry or investigation that could lead to such action, suit, or proceeding, or any appeal of such action, suit, or proceeding by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation or is or was serving or agreed to serve at the request of the Corporation as a director, officer, employee, agent, partner, venturer, proprietor, trustee, or similar functionary of any other corporation, partnership, joint venture, trust , sole proprietorship, employee benefit plan, or other enterprise or by reason of any such action alleged to have been taken or omitted in any such capacity against judgments, penalties (including excise and similar taxes), fines, and amounts paid in settlement and reasonable expenses (including attorneys' fees) actually incurred by such person in connection with such action, suit, or proceeding, including any appeal thereof, if such person (i) conducted himself or herself in good faith, (ii) reasonably believed (a) in the case of conduct, in such person's official capacity, that his or her conduct was in the Corporation's best interest, and (b) in all other cases, that such person's conduct was not opposed to the best interests of the Corporation, and (iii) with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Notwithstanding the foregoing, no indemnification shall be made in an action or suit if such person is found liable on the basis that personal benefit was improperly received by such person, whether or not the benefit resulted from an action taken in such person's official capacity; or in any action or suit in which such person is found liable to the Corporation except that in either case such person shall be indemnified for reasonable expenses actually incurred by such person in connection with such proceeding provided such person has not been found liable for willful or intentional misconduct in the performance of his or her duty to the Corporation and acted in accordance with subparagraphs (i), (ii), and (iii). If a court of competent jurisdiction in which a suit or action has been brought determines and orders upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnification, then the Corporation shall indemnify such person in accordance with the court's order notwithstanding the foregoing.

Section 16.2. Requirements for indemnification. Any indemnification under this Article, unless pursuant to a determination by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is permissible in the circumstances and when , in addition to such determination, one or more of the following circumstances exist:
A. A. The corporation receives written notice from the party potentially to be indemnified, or such party's
representative, of the pendency or threat of such action, suit, or proceeding within such time as
to enable the Corporation to assert any applicable defense and/or counterclaim to such action, suit or proceeding;

B. Upon settlement of such action, suit, or proceeding, provided that the Corporation has received prior written notice of all of the terms and the pendency of such settlement, and has approved such settlement by action of at least a majority of the Corporation's Board of Directors (the ABoard of Directors). It shall be conclusively presumed that the Board of Directors has approved and ratified the terms and conditions of the settlement unless the Board of Directors determined otherwise within thirty (30) days of the date it first receives actual or constructive knowledge of the settlement;

C. Upon settlement of such action, suit or proceeding without notice to the Corporation when, and only when, the Corporation by action of at least a majority of the Board of Directors, ratifies the terms of such settlement after the fact. It shall be conclusively presumed that the Board of Directors has approved and ratified the terms and conditions of the settlement unless the Board of Directors determines otherwise within thirty (30) days of the date it first receives actual or constructive knowledge of the settlement;

D. Upon rendition of a judgment, or decision of an arbitrator provided the failure of such person to provide the Corporation written notice of such action, suit, or proceeding has not materially increased the amount subject to indemnification. It shall be conclusively presumed that the failure to provide notice has not materially increased the Corporation's liability unless the Board of Directors within thirty (30) days of the date it first receives actual or constructive knowledge reasonably determines otherwise;

E. In any action, suit, or proceeding in which such person has been wholly successful on the merits or otherwise, in the defense of any action, suit, or proceeding; or

F. In such other instances in which the Board of Directors or members deem indemnification appropriate and lawful.

Section 16.3. Assumption of Defense. The Corporation shall be entitled to assume the defense of any person seeking indemnification pursuant to the provisions of this Article. If the Corporation elects to assume the defense, such defense shall be conducted by counsel chosen by it and not objected to in writing for valid reasons by such person.

Section 16.4. Advance of Expenses. The Corporation shall advance reasonable expenses pursuant to this Article upon a determination by the Board of Directors that such person has met the applicable standard of conduct set forth in this Article, and upon receipt of (i) an unsecured undertaking (without regard or reference to such person's ability to make repayment) by such person to repay all amounts expended by the Corporation in such defense, unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation, and (ii) a written affirmation from such person of such person's good faith belief that he or she has met the standard of conduct necessary for indemnification.

Section 16.5. Power to Indemnify; Subordination Indemnification. The foregoing rights of indemnification shall be supplemental and not exclusive and shall not be deemed to limit in any way the power of the Corporation to indemnify under any applicable law, bylaw, agreement, vote of members, directors, or otherwise. The foregoing rights of indemnification shall be subordinate to and in excess of any valid and collectible insurance.

Section 16.6. Procedure for Indemnification of Directors and Officers. Any indemnification of a director, officer, employee, or agent of the Corporation or advance of costs, charges, and expenses to a director, officer, employee or agent under the terms of this Article, shall be made promptly, and in any event within thirty (30) days, upon the written request of such individual. If a determination by the Corporation that the individual is entitled to indemnification pursuant to this Article is required, and the Corporation fails to respond within sixty (60) days to a written request for indemnity, the Corporation shall be deemed to have approved such request unless otherwise provided herein. If the Corporation denies a written request for indemnity or advancement of expense , in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances granted by this Article shall be enforceable by such individual in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action, shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct set forth in Section 16.1 of this Article, but the burden of proving such defense shall be on the Corporation.

Section 16.7. Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each director, officer, employee, and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Texas Miscellaneous Corporation Law and Non-Profit Corporation Act, are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state or facts. Such a A contract rights may not be modified retroactively without the consent of such director, officer, employee, or agent. Notwithstanding this provision, the Corporation may enter into additional contracts of indemnity with these persons to provide rights provided in the Article, or to otherwise modify, amend, increase, or decrease these rights, as the Board of Directors or members may see fit.

Section 16.8. Insurance. The Corporation may, but is not obligated to, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of this status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of Texas law. Such insurance expressly may include self insurance by the Corporation through a trust or any other mechanism or entity as may be approved by the Board of Directors.

Section 16.9. Severability. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee, or agent of the Corporation as to costs, charges, and expenses (including attorney's fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, or proceeding, whether civil, criminal, administrative, investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by applicable law. If any provision hereof should be held, by a court of competent jurisdiction, to be invalid, such shall be limited only to the extent necessary to make such provision enforceable, it being the intent of the Corporation to indemnify each individual who serves or who has served as a director, officer, employee, or agent of the Corporation to the maximum extent permitted by law.

Article XVII. Dissolution

TxHIMA shall make no distribution of its assets to any of its members during the period of its operation or upon its liquidation. Upon the dissolution or final liquidation of TxHIMA, any assets remaining after all obligations have been satisfied or provided for shall be transferred to a nonprofit entity determined by the Board of Directors.