Alabama Society
for
Respiratory Care, Inc.

Bylaws

Chartered Affiliate of The American Association for Respiratory Therapy

Revised July 1996

ARTICLE I - NAME

This organization shall be known as the Alabama Society for Respiratory Care, Inc. incorporated under the GENERAL NOT FOR PROFIT ACT OF ALABAMA, referred to hereinafter as the Society. The Society is a Chartered Affiliate of the American Association for Respiratory Care, referred to hereinafter as the Association, which is incorporated under the General Not-For-Profit Corporation Act of the State of Illinois.

ARTICLE II - BOUNDARIES

SECTION 1. SOCIETY BOUNDARIES
The boundaries of the Society shall be the State of Alabama inclusive. The Society shall consist of six geographical districts, defined as the North District, West Central District, Central District, East Central District, Southwest District, and Southeast District.

SECTION 2. DISTRICT BOUNDARIES
a. NORTH DISTRICT: Colbert, Cullman, Dekalb, Franklin, Jackson, Lauderdale, Lawrence, Limestone, Madison, Marion, Marshall, Morgan, and Winston Counties inclusive.
b. WEST CENTRAL DISTRICT: Bibb, Dallas Fayette, Greene, Hale, Lamar, Marengo, Perry, Pickens, Tuscaloosa, and Sumter Counties inclusive.
c. CENTRAL DISTRICT: Blount, Chilton, Jefferson, St. Clair, Shelby, and Walker Counties inclusive.
d. EAST CENTRAL DISTRICT: Autauga, Calhoun, Chambers, Cherokee, Clay, Cleburne, Coosa, Elmore, Etowah, Lowndes, Montgomery, Randolph, Talladega, and Tallapoosa Counties inclusive.
e. SOUTHWEST DISTRICT: Baldwin, Choctaw, Clarke, Conecuh, Escambia, Mobile, Monroe, Washington and Wilcox Counties inclusive.
f. SOUTHEAST DISTRICT: Barbour, Bullock, Butler, Coffee, Covington, Crenshaw, Dale, Geneva, Henry, Houston, Lee, Macon, Pike, Russell and Counties inclusive.

ARTICLE III - OBJECT

SECTION 1. PURPOSE
a. to encourage, develop and provide educational programs for those persons interested in the field of respiratory therapy.
b. to advance the science, technology, ethics and art of respiratory care through institutes, meetings, lectures, publications, and other materials.
c. to facilitate cooperation between respiratory therapy personnel and the medical profession, hospitals, service companies, industry, governmental organizations and other agencies interested in respiratory care except, this Society shall not commit any act which shall constitute unauthorized practice of medicine under the laws of the State of Alabama.
d. to encourage and promote membership in the Association and Society.

SECTION 2. INTENT
a. no part of the monies of the Society shall inure to the benefit of any private member or individual, nor shall the Society perform particular services for individual members thereof.
b. distribution of funds, income and property of the Society may be made to charitable, educational, scientific or religious 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 under the provisions of Section 510, 2055 and 2522 of the Internal Revenue Code or changes which amend or supersede the said sections.
c. in the event of the dissolution of the Society, whether voluntary or involuntary, all of its remaining assets shall be distributed in such manner as the Board of Directors of this Society shall by a 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 the Society upon dissolution shall be made available to any similar charitable, educational, scientific or religious organizations, community chests, foundations, or other kindred institutions maintained and created for one or more of the foregoing purposes, if at the time for distribution 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 actions.

ARTICLE IV - MEMBERSHIP

SECTION 1. TYPES
The membership of the Society shall include three (3) types: Active Member, Associate Member, and Special Member of the Society.

SECTION 2. ELIGIBILITY
a. an individual is eligible to be an Active or Associate Member of this society if he is a member in good standing of the Association provided his place of employment or residence is within the defined boundaries of the Society.
b. Special Members of the Society may be accepted, who are not in the defined boundaries. Any person who is a student or who has limited interest in respiratory therapy may be eligible to be a Special Member of the Society, with the approval of the Membership Committee.

SECTION 3. CLASSIFICATION
a. a person is eligible for Active Membership if he is an Active Member in good standing of the Association. Active members shall have all the rights and privileges granted them by this Society, such as the right to hold office, the right to vote, submit nominations and hold committee chairmanships.
b. a person is eligible for Associate Membership if he is an Associate Member in good standing with the Association and meets such other requirements as may be established by the membership Committee of the Society and approved by the Board of Directors of the Society. Associate Members shall have all the rights and privilege of Active Members except they shall not be entitled to hold office or vote.
c. a person may be eligible for one of the five (5) classifications of Special Membership.
1. Special Members designated as Life Members shall have been granted Life Membership by the Association and shall pay no dues and shall have all the rights and privileges of an Active Member.
2. Special Members designated as Honorary Members shall have rendered distinguished service in the field of respiratory therapy, and may receive such membership upon recommendation of a member to the Board of Directors of the Society. Confirmation shall be by two-thirds vote of the Board of Directors. Honorary Members shall have all the rights and privileges of the Society except that they shall not be entitled to vote or hold office. Honorary Members shall be exempt from the payment of dues.
3. Special Members designated as State Members of the Society shall have all of the rights and privileges of the Society except that they shall not be entitled to hold elected office or vote for the office of Delegate or Alternate Delegate to the House of Delegates of the Association. Dues for State Members shall be determined by the Board of Directors.
4. Special Members designated as Out-of-State Members of the Society shall be members of the Association and shall have all of the rights and privileges of the Society except that they shall not be entitled to vote or hold office. Dues for Out-of-State Members shall be determined by the Board of Directors.
5. Special members designated as Life Members of the Society shall have demonstrated long-term and dedicated involvement with the Society, and may receive such membership upon recommendation of a member of the Board of Directors. Confirmation shall be by two-thirds vote of the Board of Directors. Life Members of the Society shall pay no dues and shall have all rights and privileges of an Active Member so long as they maintain active membership in the Association. Otherwise, they shall have all rights and privileges of State Members of the Society.

SECTION 4. APPLICATIONS
Applications for Membership in this Society shall follow the procedure specified by the Membership Committee of the Society.

SECTION 5. RESIGNATIONS
A member may resign from the Society by submitting a letter to the Secretary of the Society.

ARTICLE V - BOARD OF DIRECTORS

SECTION 1. COMPOSITION AND POWERS
a. the government of this Society shall be vested in a Board of twenty (20) Active Members consisting of the President, President-Elect, Immediate Past President, Vice President, Secretary, Treasurer, Delegate and Alternate Delegate, and one (1) District Representative and one (1) Alternate District Representative from each of six (6) Districts as defined herein.
b. The President shall be chairman and presiding officer of the Board of Directors and the Executive Committee. He shall invite such individuals to the meetings of the Board as he shall deem necessary.
c. the President may appoint a member of the Society to serve as Parliamentarian, who shall attend Board Meetings without a vote.
d. Student Members of the Society may be represented by one Student Member of the Society to be ex-officio member of the Board of Directors.

SECTION 2. MEETINGS
a. the Board of Directors shall meet at least four (4) times each year.
b. additional meetings of the Board of Directors shall be called by the President at such times as the business of the Society may require, or upon written request of the majority of the members of the Board of Directors, filed with the President, and the Secretary of the Society.

SECTION 3. DUTIES OF THE BOARD OF DIRECTORS
a. Supervise all the business and activities of the Society.
b. Provide review of the books annually.
c. Establish the rate of annual dues.

SECTION 4. EXECUTIVE COMMITTEE
The Executive Committee of the Board of Directors shall consist of the President, President- Elect, Vice President, Secretary, Treasurer and Immediate Past President. They shall have the power to act for the Board of Directors in the absence of the Board of Directors and such actions shall be subject to the ratification of the full Board at its next meeting.

SECTION 5. VACANCIES
Any vacancy that occurs with the exception of the President, President-Elect, Delegate or Alternate Delegate, shall be filled by qualified members elected by the Board of Directors to serve until the annual election.
a. a vacancy in the office of President-Elect shall be filled by special election, provided however a vacancy in the office of President-Elect as a result of the President-Elect assuming the office of president shall be filled at the next regular scheduled election.
b. a vacancy in the office of President shall be filled by the President-Elect, who will complete the unexpired term of the position vacated by the President and shall also serve the following term of office as President.
c. should the office of President become vacant while being filled by the President-Elect the office shall be assumed by the Vice President, to fill the remainder of the unexpired term. The office of President-Elect shall be filled by special election to be conducted by mail not later than sixty days following the date that the office of President is assumed by the Vice President.
d. a vacancy in the office of Alternate Delegate shall be filled by special election, provided however, a vacancy in the office of Alternate Delegate as a result of the Alternate Delegate assuming the office of Delegate shall be filled at the next regular scheduled election.
e. a vacancy in the office of Delegate shall be filled by the Alternate Delegate, who will complete the unexpired term of the position vacated by the Delegate and shall also serve the following term of office as Delegate.
f. should the office of Delegate become vacant while being filled by the Alternate Delegate the office shall be assumed by the Immediate Past President, to fill the remainder of the unexpired term. The office of Alternate Delegate shall be filled by special election to be conducted by mail not later than sixty days following the date that the office of Delegate is assumed by the Immediate Past President.
g. the Board of Directors shall have the power to declare an office or offices vacant by a simple majority vote at any meeting of the Board upon refusal or neglect of any member(s) of the Board of Directors to perform the duties of that office, or any conduct deemed detrimental to the Society. Written notice that the office has been declared vacant shall be given to the Board Member(s) concerned.
h. any member of the Board of Directors with two (2) consecutive unexcused absences at regularly scheduled Board meetings shall be automatically dismissed from the Board.

ARTICLE VI - OFFICERS

SECTION 1. OFFICERS
The officers of the Society shall be President, President-Elect, Immediate Past President, Vice President, Secretary, Treasurer, Delegate, Alternate Delegate, six (6) District Representatives, and six (6) Alternate District Representatives. A District Representative and Alternate shall be elected from each of the six districts. No officer may hold concurrent office.

SECTION 2. TERMS OF OFFICE
a. the term of office of: President, President-Elect, Immediate Past President, and Vice President, shall be one(1) year which shall coincide with the fiscal year of the Society.
b. the term of office of the Secretary and Treasurer shall be two (2) years which shall coincoide with the fiscal year of the Society.
c. the term of office of District Representative shall be one(1) year which shall coincide with the Society's fiscal year and shall be succeeded automatically by the Alternate District Representative.
d. the term of office of Alternate District Representative shall be one (1) year which shall coincide with the Society's fiscal year whereupon he shall succeed and fill the office of District Representative.
e. the term of the Delegate shall be two (2) years which shall coincide with the Society's fiscal year and shall be succeeded automatically by the Alternate Delegate.
f. the term of the Alternate Delegate shall be two (2) years whereupon the expiration of his term as Alternate Delegate, he shall succeed and fill the office of the outgoing Delegate.
g. No officer shall serve more than two consecutive terms of office.

SECTION 4. DUTIES OF OFFICERS
a. PRESIDENT: The President shall be the chief executive officer of the Society. He shall preside at the regular and special scheduled meetings of the Society and all meetings of the Board of Directors and Membership; prepare an agenda for each meeting at which he presides; appoint Standing Committees and Special Committees, subject to the approval of the Board of Directors; be an ex-officio member of all committees, present to the Association, the Board of Directors of the Society and to the Membership an annual report of the Society's activities; countersign all checks and at the expense of the Society shall be bonded as required by the Board of Directors. He shall notify the Medical Advisors of all such meetings and actions as are deemed pertinent.
b. PRESIDENT-ELECT: The President-Elect shall serve a one-year term and assume the office of President on the first day of the fiscal year. He shall assume duties as charged by the President. He shall prepare Committee Appointments for presentation to the Board at the first meeting following the assumption of office of President, which shall be called immediately. The President- Elect shall assume the duties of the President in the event of the President's absence, resignation or disability.
c. IMMEDIATE PAST PRESIDENT: The Immediate Past President shall assume the duties charged by the President and ratified by the Board of Directors to facilitate continuity in the Society operations.
d. VICE PRESIDENT: The Vice President shall assume the duties of the President-Elect in the event of the President Elect's absence, resignation, or disability. He shall also assume such other duties as may be charged by the President and ratified by the Board of Directors.
e. TREASURER: The Treasurer shall account for the monies of the Society, approve payment of bills and disburse funds under the direction of the Board of Directors and sign all checks which shall be countersigned by the President. He shall be responsible for the continuing record of all income and disbursements; prepare and submit in writing an annual report of the finances of the Society for the preceding year for the Board of Directors and the Membership. At the expense of the Society, he shall be bonded in such a sum as shall be required by the Board of Directors. The Treasurer shall engage a respectable and independent accounting firm to perform an audit of the Society's books and records of account and the report of such accounts shall be presented to the Membership of the Society at the annual business meeting.
f. SECRETARY: The Secretary shall keep minutes of the Board of Directors and all regular and special meetings, attest to the signature of the officers of the Society, send to the Executive Officer of the Association a copy of the minutes of every Society and Board of Directors' meeting within ten (1) days following approval; perform duties as assigned by the President and approved by the Board of Directors of the Society, and submit such reports as required.
g. DISTRICT REPRESENTATIVES: The District Representative and Alternate are responsible for representing their districts at Board meetings and promoting educational meetings within their districts. They shall also perform duties as may be assigned by the President. A district shall be counted present at a Board meeting if either the Representative, Alternate or both are in attendance. Each district shall be allotted one vote on matters before the Board.
h. DELEGATES: The duties of the Delegate and Alternate in part shall be all those as prescribed in the Association's Bylaws. The Delegate and Alternate Delegate shall represent the members of the Society in the House of Delegates of the Association.
i. EXECUTIVE DIRECTORS: The Executive Director shall serve in a voluntary capacity for a one year term. The Executive Director shall be appointed by a majority vote of the Board of Directors. He may serve any number of successive one year terms. He shall be responsible for disbursing to the appropriate persons correspondence which arrives at the Society's mailing address. He shall attend the Board of Directors Meeting, but shall not be a voting member. The Executive Director will be reimbursed for mailing and telephone expenses, and any other expenses as approved by the Board of Directors of the Society. The Executive Director may hold a concurrent elected office in the Society.

ARTICLE VII - NOMINATIONS AND ELECTIONS

SECTION 1. NOMINATIONS COMMITTEE
The President, with the approval of the Board of Directors, shall appoint a Nominations Committee each year. The Committee shall submit a slate of nominees to the Board of Directors not later than July 1st. This slate shall include nominees for the offices of President-Elect, Vice President, Treasurer, Secretary, one Alternate District Representative from each district and in alternate years shall also nominate an Alternate Delegate. The Nominations Committee shall also submit a nominee for any office which shall become vacant and for which no succession is otherwise provided herein.

SECTION 2. NOMINATIONS
a. The Nominations Committee shall place in nomination more than one (1) person for each of the elected offices of the Society.
b. Life and Active Members in good standing shall be eligible for nomination. The Nominations Committee shall provide a pertinent biographical sketch which shall be a part of the ballot.

SECTION 3. BALLOT
a. The Nominations Committee's slate and biographical sketches shall be provided to every voting member of the Society.
b. The vote is to be conducted by mail. The list of nominees shall be so designed as to be a secret ballot with provisions for write-in votes for each position. Ballots to be acceptable must be received at the designated place at the designated time. The deadline date and time shall be clearly indicated on the ballot.
c. Officers to be elected must receive a plurality of all votes cast. In the event of a tie vote, a random drawing will be conducted by the president in the presence of two witnesses from the names of those candidates receiving the high number of votes so that one person is selected to fill the office.
d. Membership rolls for voting shall be closed five (5) working days prior to the mailing of the ballot.

SECTION 4. ELECTION COMMITTEE
The President shall appoint an impartial election committee who shall prepare, distribute, receive, and validate each ballot and tally the votes. The results of the ballot shall be announced.

ARTICLE VIII - MEDICAL ADVISOR

SECTION 1. NUMBER OF ADVISORS
There shall be at least one (1) Medical Advisor, who shall be appointed by the president. The Medical Advisor shall conform to the Associations Bylaws concerning chartered affiliates' Medical Advisor.

SECTION 2. FUNCTION AND POWER
a. The Medical Advisor(s) shall have only such powers as granted to them by the Board of Directors of the Society.
b. The Board of Directors of the Society may consult with the Medical Advisor in regards to matters of medical policy and ethics.

ARTICLE IX - SOCIETY MEETINGS

SECTION 1. BUSINESS MEETINGS AND SEMINARS
a. At least two (2) educational seminars shall be held each year with two (2) business meetings of the Society held in conjunction with the educational seminars.
b. The Board of Directors shall meet at least four (4) times each year at dates and times designated by the President. Additional meetings may be held as deemed necessary by the Board of Directors or the President. The Membership of the Society shall be notified in writing at least two (2) weeks prior to any regularly scheduled meeting of the Board of Directors.
c. A majority of the members of the Board of Directors of the Society present at a duly called meeting of the Board of Directors shall constitute a quorum.

SECTION 2. ANNUAL BUSINESS MEETINGS
a. The date and place of the annual business meeting and any additional meetings shall be decided by the Board of Directors. In the event of an emergency the Board of Directors may cancel the scheduled meeting, set a new date and place if feasible, or conduct the business of the Society by mail provided the material is sent to the voting membership.
b. The annual Business Meeting shall be for the purpose of receiving reports from the officers and committee chairmen or such chairmen's representative(s).
c. Not less than thirty (30) days prior to the Society's Annual Business Meeting notice of the time and place of the Annual Business Meeting shall be made to all members of the Society.

ARTICLE X - SOCIETY DELEGATES

SECTION 1. DELEGATE
The Alternate Delegate shall assume the office of Delegate upon completion of the term of office of Alternate Delegate.

SECTION 2. ALTERNATE DELEGATE
The Alternate Delegate of the Society shall be elected as specified in the Association Bylaws.

ARTICLE XI - COMMITTEES

SECTION 1. STANDING COMMITTEES
The members of the following Standing Committees shall be appointed by the President, subject to ratification by the Board of Directors; each committee shall have no fewer than three (3) members.
1. Membership
2. Budget & Audit
3. Election
4. Judicial
5. Nominations
6. Program & Education
7. Bylaws
8. Publications
9. Public Relations
10. Scholarship
Committee charges in addition to those specified in the Bylaws will be issued annually by the President.

SECTION 2. SPECIAL COMMITTEES AND OTHER APPOINTMENTS
Special committees and other appointments shall be at the discretion of the President.

SECTION 3. DUTIES OF COMMITTEE CHAIRMEN
a. The Chairman of each committee shall confer promptly with the members of his committee on work assignments.
b. The Chairman of each committee may recommend prospective committee members to the President. When possible, the Chairman of the previous year shall serve as a member of the new committee.
c. All committee reports must be made in writing and submitted to the President and Secretary of the Society at least ten (10) days prior to the meeting at which time the report is to be read.
d. Non-members or physician members may be appointed as consultants to committees.
e. Each committee Chairman requiring operating expenses shall submit a request to the Budget and Audit Committee.

SECTION 4. VACANCIES
In the event of vacancies occurring in any committee, the President shall make appointments as necessary to fill such vacancies.

ARTICLE XII - COMMITTEE STRUCTURE

SECTION 1. MEMBERSHIP COMMITTEE
The Membership Committee shall consist of a Chairman and one District Representative from each of the Districts.

SECTION 2. BUDGET AND AUDIT COMMITTEE
a. This Committee shall be composed of a Chairman, who shall be the Immediate Past Treasurer of the Society, and current Treasurer of the Society, and one District Representative from each of the Districts, and other members as deemed appropriate.
b. They shall review the financial records of the Society at least twice annually and report to the membership.

SECTION 3. ELECTIONS COMMITTEE
a. This Committee shall consist of a Chairman, and at least two (2) other members of the Society.
b. The Committee shall prepare, mail, receive, verify, count, and certify all ballots.

SECTION 4. JUDICIAL COMMITTEE
a. This Committee shall consist of the Immediate Past President, President, and President-Elect. The senior member of the committee shall be Chairman.
b. The Committee shall review formal written complaints against any individual Society member charged with any violation of the Society Bylaws or otherwise with any conduct deemed detrimental to the Society or the Association. Complaints or inquiries may be referred to this committee by the Judicial Committee of the Association.
c. If the Committee determines that this complaint justifies an investigation, a written copy of the charges shall be prepared for the Board of Directors.

SECTION 5. NOMINATIONS COMMITTEE
This Committee shall perform in accordance with Article VII, Sections 1 and 2 of these Bylaws.

SECTION 6. PROGRAM AND EDUCATION COMMITTEE
This Committee shall consist of the President-Elect and at least two (2) members, designed as to provide experienced members for all program and education planning. The President shall appoint the Chairman.

SECTION 7. BYLAWS COMMITTEE
a. This Committee shall consist of three (3) members appointed by the President. Appointments to this Committee shall be staggered in a manner that only one (1) member is appointed each year for a term of three (3) years. The individual serving the third year shall be Chairman.
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 amendments for submission to the Board of Directors.

SECTION 8. PUBLICATIONS COMMITTEE
a. This Committee shall consist of a Chairman and at least two (2) members.
b. This Committee shall concern itself with the publication of the Society's Newsletter and othe publications.
c. The members of the Committee shall be appointed by the President.

SECTION 9. PUBLIC RELATIONS COMMITTEE
This Committee shall consist of a Chairman and at least two (2) members appointed by the President.

SECTION 10. SCHOLARSHIP COMMITTEE
a. This Committee shall consist of a Chairman and at least two (2) members appointed by the President.
b. The Committee shall recommend, to the Board of Directors, individuals for consideration for scholarships as may be available through the A.S.R.C.

ARTICLE XIII - FISCAL YEAR

The fiscal year of the Society shall be from January 1 through December 31.

ARTICLE XIV - DUES

SECTION 1. AMOUNT
Annual Society dues shall be determined for the following year by the outgoing Board of Directors.

SECTION 2. PAYMENT
Dues shall be payable on or before January 30 and become delinquent 60 days after billing. Any member whose dues are not paid within this period shall be dropped from Society membership after suitable notification.

ARTICLE XV - ETHICS

If the conduct of any Society member shall appear, by report of the Society or Association's Judicial Committee, to be in willful violation of the Bylaws, or standing rules of the Society or the Association, or prejudicial to the Society's interests as defined in the Society's Code of Ethics, The Board of Directors may, by two thirds (2/3) vote of its entire membership, suspend or expel such a member. A motion to reconsider the suspension or expulsion of a member may be made at the next regular meeting of the Board of Directors. All such suspension or expulsion actions shall be reported immediately to the Association's Judicial Committee. The Society shall recognize the Code of Ethics of the Association as its own.

ARTICLE XVI - AMENDMENTS

These Bylaws may be amended by mail vote of the Society 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.

ARTICLE XVII - PARLIAMENTARY PROCEDURE

Questions of parliamentary procedure shall be settled according to Robert's Rules of Order, newly Revised, whenever they are not in conflict with the Bylaws of the Society or of the Association.

ARTICLE XVIII - CHAPTER PROPERTY

All documentation, committee reports, correspondence, historical documents, tape recordings of business meetings and other valuable records used to conduct the Society's business shall be the sole property of this Society.

ARTICLE XIX

With the adoption of these Bylaws, all previous enactments of Constitutions and Bylaws of the Society are herein repealed.
TOP BYLAWS HOME