ARTICLE I
Name
This organization shall be known as the West Virginia Society for Respiratory Care, Inc. (hereinafter referred to as the Society) a General Not-For-Profit Corporation in the state of West Virginia, a chartered affiliate of the American Association for Respiratory Care (herein after referred to as the Association, or AARC).
Boundaries
The area included within the boundaries of this Society shall be the boundaries of the State of West Virginia.
ARTICLE III
Objects
Section 1: Purpose
a. To encourage and develop on a regional basis educational programs for those persons interested in the field of respiratory care;
b. To advance the science, technology, ethics, and art of respiratory care through regional institutes, meetings, lectures, and the preparation and distribution of a newsletter and other materials;
c. Facilitate cooperation and understanding among respiratory care personnel and the medical profession, allied health professions, hospitals, service companies, industry, governmental organizations, and other agencies interested in respiratory care.
d. Provide
education of the general public in pulmonary health promotion and disease
prevention.
b. The board of directors
shall provide for the distribution of the funds, income, and property of the
society to charitable, educational, scientific, or religious corporations,
organizations, community chests, foundations, or other kindred institutions
maintained and created for one or ore of the foregoing purposes, if at the time
of distribution the payee or distributees are exempt from income taxation, and
if gifts or transfers to the payee or distributees are then exempt from
taxation under the provisions of Sections 501, 2055, and 2522 of the Internal
Revenue Code or changes which amend or supersede said sections.
c. In the event of the
dissolution of this Society, whether voluntary or involuntary, all of its
remaining assets shall be distributed in such a manner as the Board of
Directors of this Society shall by majority vote determine to be best
calculated to carry out the objectives and purposes for which the Society is
formed. The distribution of the funds, income, and property of this Society
upon dissolution may be made available to any charitable, educational,
scientific, or religious corporations, organizations, community chests,
foundations, or other kindred institutions maintained and created for one or
more of the foregoing purposes, if at the time of distribution the payee or
distributees are exempt from income taxation, and if gifts or transfers to the
payee or distributees are then exempt from taxation under the provisions of
Sections 501, 2055, and 2522 of the Internal Revenue Code or changes which
amend or supersede said sections.
d. The Society shall not commit
any act, which shall constitute the unauthorized practice of medicine under
the laws of the State of West Virginia, or any other state.
ARTICLE
IV
Membership
Section 1: Classes
The membership of the Society shall include three (3) classes: Active Member, Associate Member, and Special Member.
Section 2: Classifications
a.
Active
Member
An individual may be an Active Member if he or she is an Active Member in good
standing in the Association. An Active Member shall have the right and
privilege of the vote and may hold office in the Society.
b.
Associate
Member
An individual may be an Associate Member if he or she is an Associate Member in
good standing of the Association. Associate Members shall have all the rights
and privileges of the Society, except that they shall not be entitled to hold
office or vote.
c. Special Member
1. Life Member
Life Members shall be members who have rendered outstanding service to the
Society and/or Association as Active Members. Life Members shall be exempt from
the payment of dues. Hereinafter all
references to Life Members shall refer to both Active and Life Members.
2. Honorary Member
Honorary Membership may be conferred upon persons who have rendered
distinguished service in the field of respiratory care but are not eligible for
Life Membership. Honorary Membership may be conferred by majority vote of the
membership. Honorary Members shall have all the rights and privileges of the
Society. Honorary Members shall be exempt from payment of dues.
Section 5: Prerequisites for
Membership
Applicants
for membership shall meet all the qualifications of the class of membership for
which they apply. As a condition of
membership, all Members shall be bound by the Articles of Incorporation,
Bylaws, standing rules, code of ethics, and other rules, regulations, policies
and procedures adopted from time to time by the Association and the Society.
Officers and Directors
Section 1: Officers
The officers of the Society shall be: President, President-Elect (who shall automatically accede to the Presidency upon the expiration of the President's term of office), Immediate Past President, Vice President, Treasurer, and Secretary.
Section 2: Directors at Large
There shall be two (2) Directors at Large. One (1) Director at Large shall be elected each year and such others as necessary in order to fill existing vacancies.
Section
3: Chapter Representation
The President of each chapter shall serve as a voting member of the board of directors.
Section 4: Term of Office
a. The term of office for officers shall be for one (1) and two (2) year term(s). Terms shall begin on the date of the April Board of Directors meeting. The President, President-Elect and Immediate Past President shall serve one (1) year terms. The Vice President and Secretary shall serve one (1) year terms. The treasurer shall serve a two (2) term. No officer shall serve more than two (2) consecutive terms in the same office.
b. The terms of office for Directors at Large shall begin on the date of the April Board of Directors meeting and shall be for a two-year non-recurring term of office.
Section 5: Vacancies of Office
a. In the event of a vacancy in the office of President, the President-Elect shall become acting President to serve the unexpired term and shall serve a successive term as President.
b. In the event of a vacancy in the office of President-Elect, the Vice President shall assume the duties, but not the office, of President-Elect until the next meeting of the Board of Directors at which time the Board shall elect a qualified member to fill the vacancy.
c. In the event of a vacancy in any other office, the Board of Directors shall elect a qualified member to the balance of the unexpired term.
Section 6. Duties of Officers
a. President
The President shall be the chief executive officer of the Society. The
President shall preside at the annual business meeting and all meetings of the
Board of Directors and prepare an agenda for each meeting of the Board of
Directors; appoint standing and special committees subject to the approval of
the Board of Directors; be an ex-officio member of all committees except the
Elections and Nominations Committees; present to the Board of Directors and
membership an annual report of the Society's activities.
b. President Elect
The President-Elect shall become acting President and shall assume the duties
of the President in the event of the President's absence, resignation, or
disability; and shall perform such other duties as shall be assigned by the
President of the Board of Directors. To be nominated to the office of President
Elect, the individual shall have served as an officer on the Board of
Directors.
c.
Vice
President
The Vice President shall assume the duties, but not the office of the President
-Elect in the event of the President -Elect's absence, resignation, or
disability; and will also continue to carry out the duties of the Vice
President.
d.
Treasurer
The treasurer shall have charge of all funds and securities of the Society;
endorse checks, notes, or other orders for the payment of bills; disburse funds
as authorized by the Board of Directors and/or in accordance with the adopted
budget; deposit funds as the Board of Directors may designate. The individual
shall see that full, accurate accounts are kept and audited, that written
quarterly reports are submitted to the Board of Directors within twenty (20)
days of the end of the quarter, and shall submit a complete, written yearly
report at the Annual Meeting. At the expense of the Society, the treasure shall
be bonded for an amount determined by the Board of Directors.
e.
Secretary
The Secretary shall have charge of keeping the minutes of the Board of
Directors, regular business meetings, and the annual business meeting;
submitting a copy of the minutes of every meeting of the governing body and other
business of the Society to the Executive Office of the AARC; executing the
general correspondence, and in general, performing all duties as from time to
time shall be assigned by the President or Board of Directors.
f. Immediate Past President
The Immediate Past-President shall advise and consult with the President, serve as a member of the Bylaws Committee, and perform such other duties as shall be assigned by the President or the Board of Directors.
ARTICLE
VI
Nominations and Elections
Section 1: Election Committee
The Board of Directors shall appoint an Election Committee Chair each year at the annual business meeting to present a slate of nominees for the following year. The Committee Chair shall report the slate of nominees to the Board of Directors at least ninety (90) days prior the annual business meeting.
Section 2: Nominations
a. The Election Committee may place in nomination the names of more than one (1) person for the offices of President-Elect, Vice President, Secretary, Treasurer, and shall place in nomination for each of the Board Members at Large to be elected the names of two (2) or more person.
b. Only Active Members in good standing shall be eligible for nomination.
c. Only Members of the Society shall eligible to nominate candidates
for election to the Board of Directors.
d. The Election Committee shall request a pertinent biographical sketch of each nominee's professional activities and services to the organization, all of which shall be a part of the ballot.
Section 3: Ballot
a. The Election Committee's slate and biographical sketches shall be mailed to every Active Member in good standing and eligible to vote during the month of February of each year.
b. If the Society's Board of Directors specifies that the vote shall be by mail, the list of nominees shall be so designated as to be secret mail ballot with provisions for write in votes for each office. The deadline date shall be clearly indicated on the ballot.
Section 4: Elections Committee
The President shall appoint an impartial election committee, which shall check the eligibility of each ballot and tally the votes. Election shall be by plurality of votes cast. Tie votes shall be resolved by lot. The results of the election shall be announced at the annual business meeting.
ARTICLE VII
Board of Directors
Section 1: Composition and Powers
a. The executive government of the Society shall be vested in a Board of fourteen (14) Active Members consisting of the President, President-Elect, Vice President, Secretary, Treasurer, four (4) Chapter Presidents, two (2) Directors at Large, two (2) Delegates and the Immediate Past President.
b. The President shall be the Chairperson and presiding officer of the Board of Directors and the Executive Committee. The President shall invite in writing such individuals to the meeting of the Board as deemed necessary, with the privilege of voice but not vote.
c. The Board of Directors shall have the power to declare an office vacant by a two thirds (2/3) vote, upon refusal or neglect of any member of the Board to perform the duties of that office, or for any conduct deemed prejudicial to the Society. Written notice shall be give to the member that the office has been declared vacant.
Section 2: Duties
a. Supervise all business and activities of the Society within the limitations of these bylaws.
b. Adopt and rescind standing rules of the Society.
c. Determine enumeration, stipends, and other related matters after consideration of the budget.
Section 3: Vacancies
a. Any vacancy that occurs on the Board of Directors, with the exception of the President, Immediate Past President and the Chapter Representative, shall be filled by qualified members elected by the Board of Directors. Individuals so elected shall serve until the next election for that position.
b. An elected President-Elect shall serve until the next annual election and then automatically accede to the Presidency.
Section 4: Meetings
a. The Board of Directors shall not hold fewer than three (3) regular and separate meetings during the calendar year.
b. Special meetings of the Board of Directors shall be called by the President at such times as the business of the Society shall require, or upon written request of two (2) members of the Board of Directors filed with the President and Secretary of the Society.
c. Meetings of the Board of Directors may be in person, by telephone, or video conferencing or other electronic means as shall be determined by the Board of Directors.
d. A majority of the member Board of Directors shall constitute a quorum at any meeting of the Board. Vacant chapter president positions will not used for consideration of quorum.
Section 5: Mail Vote
Whenever, in the judgment of the Board of Directors, it is necessary to present any business to the membership prior to the next regular or annual business meeting, the Board of Directors may, unless otherwise required by these Bylaws, instruct the Elections Committee to conduct a vote of the membership by mail. The question thus presented shall be determined according to a majority of the valid votes received by mail within thirty (30) days after date of such submission, except when a two thirds (2/3) majority of the valid votes received is required. Any and all action approved by the members in accordance with the requirements of this Article shall be binding upon each member thereof. Any amendment to the Bylaws of this Society shall be presented to the membership at least sixty (60) days prior to a mail vote, as provided in Article XVIII of these Bylaws concerning Amendments.
Section 6: Executive Committee
The Executive Committee of the Board of Directors shall consist of the President, President-Elect, Vice President, Immediate Past President, Secretary, and Treasurer. They shall have the power to act for the Board of Directors between meetings of the Board of Directors and such action shall be subject to ratification by the Board at its next meeting. The Executive Committee shall also function as the Finance Committee.
Section 7: Multiple Offices
No board members shall hold two offices except when necessary to fulfill a vacancy as described above.
ARTICLE
VIII
Annual Business Meeting
Section 1: Date and Place
a. The Society shall hold an annual business meeting in April of each calendar year; additional meetings may be held as required to fulfill the objectives of the Society.
b. The date and place of the annual business meeting and additional meetings shall be decided in advance by the Board of Directors. In the event of a major emergency, the Board of Directors shall cancel the scheduled meeting, set a new date and place if feasible or conduct the business of the meeting by mail provided the material is sent in the same words to the voting membership.
Section 2: Purpose
a. The annual business meeting shall be for the purpose of receiving reports of officers and committees, the results of the election and for other business brought by the President.
b. Additional business meetings shall be for the purpose of receiving reports and other business brought by the President.
Section 4: Quorum
A majority of the voting members registered at a duly called business meeting shall constitute a quorum.
ARTICLE
IX
Society Delegates to the AARC House of Delegates
Section 1: Election
The Delegation to the House of Delegates to the Association
shall be elected by the Active Members of the Society each for alternating
a two-year terms.
Section 2: Duties
a.
Attend
all meetings of the House of Delegates and report the activities to the Society.
b. Attend the annual business meeting of the Association as the representative of the Active Members of the Association within the Society.
c. At the direction of the Society, present proposed amendments to the Bylaws Committee of the Association.
d.
Perform such other duties of office as may be necessary or required.
ARTICLE
X
Committees
Section 1: Standing Committees
The members of the following Standing Committees shall be appointed by the President, subject to the approval of the Board of Directors, to serve for a term of one (1) year except as provided by Article VI, Section 1 of these Bylaws.
a) Membership b) Financial c) Election d) Program and Education g) Bylaws h) Publications
Section 2: Special Committees and Chapter Affairs
The President may appoint special Committees.
Section 3: Committee Chair Duties
a. The President shall appoint the Chair of each Committee.
b. The Chair of each committee shall confer promptly with the members of the committee on work assignments.
c. The Chair of each committee may recommend prospective committee members to the President. When possible, the Chair of the previous year shall serve as a member of the new committee.
d. All committee reports shall be made in writing and submitted to the
President and Secretary of the Society.
e. Nonmembers or physician members may be appointed as consultants to committees. The President shall request recommendations for such appointments.
f. Each Committee Chair requiring operating expenses shall submit a budget for the next fiscal year to the Financial Committee.
ARTICLE
XI
Duties of Committees
Section 1: Membership Committee
This Committee shall be responsible for efforts related to the recruitment and retention of members of the Society.
Section 2: Finance Committee
a. This committee shall be composed of the Executive Committee (the President, Vice President, President-Elect, Secretary, Treasurer)
b. They shall propose an annual budget for approval by the Board of Directors, and shall review financial matters as may be necessary.
Section 3: Election Committee
a. This committee
shall prepare, receive, verify, and count ballots for all elections held during
the calendar year.
b. It shall be the duty of this Committee to make the final critical appraisal of candidates to see that the nominations are in the best interests of the AARC and the Society through a consideration of personal qualifications and geographical representations as applicable.
Section 6: Program and Education Committee
This Committee shall consist of at least three (3) members and be so constructed as to provide experienced members for program and educational planning.
Section 7: Bylaws Committee
a. This Committee shall consist of three (3) members, one (1) of whom shall be a Past-President, and one (1) of whom shall be a member of the Society delegation.
b. The Committee shall receive and prepare all amendments to the Bylaws for submission to the
Board of Directors. The Committee may also initiate such amendment for submission to the
Board of Directors.
Section 8: Publications Committee
a. This Committee shall consist of at least (3) members, one (1) of whom shall be the President- Elect, with members being appoints annually for a one (1) year term, subject to reappointment.
b. This committee shall concern itself with the execution of a Society Newsletter and all other publications of this Society with the public, and other organizations through dissemination of information concerning respiratory care.
Section 9: Executive Committee
The Executive Committee of the Board of Directors shall
consist of the President, President-Elect, Vice President, Immediate Past
President, Secretary, and Treasurer. They shall have the power to act for the
Board of Directors between meetings of the Board of Directors and such action
shall be subject to ratification by the Board at its next meeting. The
Executive Committee shall also function as the Finance Committee.
Chapter Organizations
Section 1: Boundaries of Chapters
|
Chapter
I |
Chapter
II |
Chapter
III |
Chapter
IV |
|
Brooke |
Barbour |
Boone |
Braxton |
|
Calhoun |
Berkley |
Cabell |
Clay |
|
Doddridge |
Grant |
Kanawha |
Fayette |
|
Gilmer |
Hampshire |
Lincoln |
Greenbrier |
|
Hancock |
Hardy |
Logan |
McDowell |
|
Jackson |
Harrison |
Mason |
Mercer |
|
Marshall |
Jefferson |
Mingo |
Monroe |
|
Ohio |
Lewis |
Putnam |
Nicholas |
|
Pleasant |
Marion |
Wayne |
Pocahontas |
|
Ritchie |
Mineral |
Raleigh |
|
|
Roane |
Monongalia |
Summers |
|
|
Tyler |
Morgan |
Webster |
|
|
Wetzel |
Pendleton |
Wyoming |
|
|
Wirt |
Preston |
||
|
Wood |
Randolph |
||
|
Taylor |
|||
|
Tucker |
|||
|
Upshur |
Section 2: Organization
The chapters shall not at anytime be in conflict with these bylaws. The chapters shall participate in the goals and objectives of the WVSRC.
Section 3: Officers and Chapter Representation
a. The President of each Chapter shall be a member of the Society's Board of Directors.
b. The Active Members of this Society working in the Chapter shall elect a President and Secretary and other officers as circumstances may require. The Chapter President shall be the official correspondent for the Chapter to the Society.
Section 4: Activities
Each Chapter organization shall be encouraged to expand the membership of the Chapter and to develop educational activities and such other activities as is consistent with these Bylaws.
Section 5: Responsibilities of the Chapter President
a. Represent the
Chapter from which elected and attend each Board of Directors meeting.
b. Submit a written report to each Board of Directors meeting, relating to the activities in their Chapter.
Section 6: Chapter Admission Requirements
a. Ten (10) or more Active Members of the Society meeting the requirements of affiliation may become a Chapter of the Society subject to ratification by the Board of Directors of the Society. Members of Chapters must be members of the State Society.
b. The formal application shall be sent to the Executive Committee and shall consist of a list of officers, membership, minutes of the organizational meeting, Chapter Bylaws, geographical location (by counties) and a letter requesting approval of the proposed Medical Advisor.
Section 7: Duties
a. A copy of the
Chapter meeting minutes shall submitted at the Board of Directors meeting. b. The names and
addresses of officers shall be sent to the Society.
Fiscal Year
The fiscal year of this Society shall be from April 1 through March 31.
Ethics
Parliamentary Procedure
The rules contained in Robert's Rules of Order, Revised, shall provide a general framework for meetings whenever they are not in conflict with the Bylaws of the Society or of the AARC.
Amendments
These Bylaws may be amended at any regular or called meeting or by mail vote of the West Virginia Society of the AARC by a two thirds (2/3) majority of those voting, provided that the amendment has been presented to the membership in writing at least sixty (60) days prior to the vote. All amendments must be approved by the AARC Chartered Affiliates Committee and shall become effective upon ratification by the AARC Board of Directors.