BYLAWS OF THE ALASKA SOCIETY OF THE
AMERICAN ASSOCIATION FOR RESPIRATORY CARE
ARTICLE I
NAME
This organization shall be known as the ALASKA SOCIETY FOR RESPIRATORY CARE (ASRC) (hereinafter referred to as the Society), a chartered affiliate of the American Association for Respiratory Care (hereinafter referred to as the Association).
ARTICLE II
Affiliation
The ALASKA SOCIETY FOR RESPIRATORY CARE (ASRC) shall be a chartered affiliate of the American Association for Respiratory Care and shall abide by the rules and regulations of the Association as promulgated from time to time.
ARTICLE III
Boundaries
The area included within the boundaries of this Society shall be the geographical boundaries of the State of Alaska.
ARTICLE IV
Object
Section 1. Purpose
To encourage and develop on a regional basis educational programs for those persons interested in the field of respiratory care.
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.
To facilitate cooperation between respiratory care personnel and the medical profession, hospitals, service companies, industry, and other agencies within the region interested in respiratory care; except that this Society shall not commit any act which shall constitute unauthorized practice of medicine under the laws of the State of Illinois in which the parent Association is incorporated, or any other state.
To participate in public education on health promotion and disease prevention within the state of Alaska.
Section 2. Intent
No part of the net earnings of the Society shall inure to the benefit of any private member or individual.
Distribution of funds, income, and property of the Society may be made to charitable, educational, scientific, or religious corporations, organizations, community chests, foundations, or other kindred institutions maintained and created for one or more of the forgoing purposes if at the time of distribution the payees or distributees are exempt from income taxation, and if the gifts are then exempt from taxation under the provisions of Section 501. 2055. 2522 of the Internal Revenue Code, or any later or other sections of the Internal Revenue Code which amend or supercede the said actions.
ARTICLE V
Membership
Section 1. Classes
The membership of this Society shall include four (4) classes: Active Member, Associate Member, Special Member, and State Associate Member.
Section 2. Eligibility and Classification
Each applicant for membership shall meet qualifications of ethical practice and suitable moral standards as determined by the membership committee.
An individual is eligible to be an Active Member of this Society if he/she is an Active Member of the American Association for Respiratory Care, provided his/her place of employment is within the defined boundaries of this Society. Active Members have all the rights and privileges of membership including: the rights to hold office, vote, serve as committee chairs, and serve on committees.
An individual is eligible to be an Associate Member of this Society if he/she is presently employed within the field of Respiratory Care or a related field and is an Associate Member of the American Association for Respiratory Care. Associate Members shall have all the rights of membership except that they shall not be entitled to hold office, vote, or chair committees.
An individual is eligible to be a Special Member of this Society is he/she is an Honorary, Life, or General member of the American Association for Respiratory Care. Life Members have all the rights and privileges of Active Members. Honorary and General Members have all the rights and privileges of Associate Members.
State Associate members are individuals interested in the delivery of respiratory care in the state of Alaska. They may opt to join the Society, but not the Association. Such individuals will be subject to the payment of dues and will have all the rights of Associate membership in the Society, except they will not be permitted to vote. They may serve on state committees, though not as Chairman.
Section 3. Eligibility for Membership
Association members in good standing who are employed within the geographical boundaries of the State of Alaska are members of the Society and do not need to go through an additional application process. Individuals interested in respiratory care in Alaska may apply to the ASRC for State Associate Membership. State Associate Members will be assessed membership dues to be suggested by the Board of Directors subject to approval by the general membership.
Section 4. Annual Renewal
Members are eligible for renewal of their Society membership as long as they remain members in good standing of the Association. State Associate Members must renew their membership annually and pay the applicable dues.
ARTICLE VI
Offices
Section 1. Officers
The officers of the Society shall be: a President, a President-Elect (who automatically succeeds to the Presidency when the PresidentŐs term ends), a Vice-President, a Secretary, and a Treasurer.
Section 2. Directors
There shall be four (4) Directors. Two (2) Directors will be elected each election year and others as necessary to fill existing vacancies.
Section 3. Term of Office
The term of office for officers shall be for two (2) years. The term shall begin January 1 of the year following the election.
The term of office for Directors shall begin January 1 of the year following the election and shall be for four (4) years.
Section 4. Vacancies of Office
In the event of a vacancy in the office of the President, the elected President-Elect shall become acting President to serve the unexpired term, and shall serve his own, the successive term, as President.
In the event of a vacancy in the office of the Vice-President, the Secretary shall assume the duties, but not the office, of Vice-President as well as his own until the next meeting of the Board of Directors, at which time the Board shall elect a qualified member to fill the vacancy.
In the event of vacancy in the offices of Secretary or Treasurer, the Board will meet and appoint a replacement.
Section 5. Duties of Officers
President
The President shall preside at the annual business meeting and all meetings of the Board of Directors; prepare an agenda for all business meetings and each meeting of the Board of Directors; appoint standing and special committees, subject to approval by the Board of Directors; be an ex-officio member of all committees except the Nominations and Elections committee; and present to the Board of Directors and membership an annual report of the SocietyŐs activities.
President-Elect
The President-Elect shall become acting President and shall assume the duties of the President in the event of the PresidentŐs absence, resignation, or disability; he/she shall perform such other duties as shall be assigned by the President or the Board of Directors. The President-Elect shall be a member of the SocietyŐs Delegation in the House of Delegates.
Vice-President
The Vice-President shall assume the duties and office of the President-Elect in the event of the President-ElectŐs absence, resignation, or disability, and will also continue to carry out the office of the Vice-President. The Vice-President shall be a member of the SocietyŐs Delegation in the House of Delegates.
Treasurer
The Treasurer shall have charge of all the funds and securities of the Society; disbursing funds as authorized by the Board of Directors and/or in accordance with the adopted budget; and depositing funds as the Board of Directors may designate. He/she shall see that full, accurate accounts are kept, make a written quarterly financial report to the Board of Directors, and a complete written yearly report at the annual business meeting. All other duties, and issues such as bonding and endorsement of checks, will be specified in the policies and procedures of the Society. At the expense of the Society, he shall be bonded in an amount determined by the Board of Directors.
Secretary
The Secretary shall minutes of all meetings of the Society and the Board of Directors and shall submit a copy of the minutes of each meeting to the governing body of the Society and to the Executive Office of the Association as specified in the policies of the Society and the Association. Committee chairs will be responsible for keeping their own minutes and must submit those minutes to the Secretary for the record. The Secretary shall handle the general correspondence and perform all duties as from time to time shall be assigned by the President or Board of Directors.
ARTICLE VII
Nominations and Elections
Section 1. Nominations and Elections Committee
The Chairman shall report the slate of nominees to the Board of Directors at least sixty (60) days prior to the annual business meeting or scheduled election for review. The final slate of nominees shall be approved by the Board of Directors prior to the ballots being sent to members.
Section 2. Nominations
The Nominations and Elections Committee shall place in nomination the names of candidates for the offices of President-Elect, Vice-President, Secretary, and Treasurer, and for each of the Board of Directors positions to be elected. Only Active Members in good standing and Life Members shall be eligible for nomination. The Nominations and Elections Committee shall provide a pertinent biographical sketch of each nomineeŐs professional activities and services to the organization, all of which shall be a part of the ballot.
Section 3. Ballot
The Nominations and Elections CommitteeŐs slate and biographical sketches shall be sent to every Active member in good standing and eligible to vote at least thirty (30) days prior to the annual business meeting or scheduled election.
If the SocietyŐs Board of Directors specifies that the vote shall be by mail, the list of nominees shall be designed as to be a secret mail ballot with provisions for write-in votes for each office. The deadline date shall be clearly indicated on the ballot. Details for conducting mail votes will be specified in the policies and procedures of the Society.
If the vote is to be conducted at the annual business meeting, the time, date, and place of the election shall be clearly indicated on the ballot. Provisions shall be made for absentee ballots to allow all eligible members the opportunity to vote.
The Nominations and Elections Committee shall consist of at least three (3) impartial members. Any member of the committee who wishes to run for office must resign membership on the committee.
It is the duty of the committee to tally the votes and announce the results in a written report to the membership.
Only Active Members in good standing and Life Members may vote in Society Elections. It is the duty of the Committee to check each memberŐs voting eligibility prior to sending out ballots.
Section 4. Nominations and Elections Committee
The committee shall consist of at least three (3) members.
This committee shall prepare, receive, verify, and count ballots for all elections held during the calendar year.
The duties of the committee will be outlined in the policies and procedures of the Society.
ARTICLE VIII
Board of Directors
Section 1. Composition and Powers
The executive government of this Society shall be vested in a Board of nine (9) Active or Life members consisting of the President, President-Elect, Vice-President, Treasurer, Secretary, and four (4) Directors.
The President shall be chairman and presiding officer of the Board of Directors. He shall invite such individuals to the meetings of the Board as he shall deem necessary with the privilege of voice, but not vote.
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 given to the member that the office has been declared vacant.
A person may hold only one office on the Board of Directors.
The Immediate Past-President shall be invited to attend all meetings of the Board of Directors, with the right of voice but not vote.
Section 2. Duties
Supervise all business and activities of the Society within the limitation of these Bylaws.
Adopt and rescind standing rules of the Society.
Determine payments, salaries, fund-raising activities, and other related matters, after consideration of the budget.
Section 3. Vacancies
Any vacancy that occurs on the Board of Directors shall be filled by a qualified member elected by the Board of Directors. Individuals so elected shall serve until the next regular election.
Upon vacancy in the office of President, an elected President-Elect shall serve until the next scheduled election and then automatically succeed to the Presidency.
Section 4. Meetings
The Board of Directors shall meet immediately preceding and immediately following the annual business meeting of the Society and shall not hold fewer than two (2) regular and separate meetings during the calendar year. Such meetings may be in person, by teleconference, or by other equivalent technology, as long as there is a quorum.
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
five (5) members of the Board of Directors.
A majority of the Board of Directors, five (5), shall constitute a quorum at any meeting of the Board. No official Society business may be conducted at a meeting without a quorum.
Section 5. Mail Vote
If the Board of Directors feels it necessary to present any business to the membership prior to the next scheduled meeting, they may instruct the Nominations and Elections Committee to conduct a vote of the membership by mail, subject to the SocietyŐs Bylaws and policies. The question(s) presented in the vote, except for amendments to the Bylaws, will be decided by a majority of the votes received. Details for conducting the vote will be specified in the policies and procedures of the Society. The procedure for amending the Bylaws is governed by Article XVIII of this document.
Section 6. Executive Committee
The Executive Committee of the Board of Directors shall consist of the President, President-Elect, Vice-President, Secretary, and Treasurer. The Immediate Past-President will also be a member of the Executive Committee, with the privilege of voice but not vote. The committee 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 of the Board at its next meeting.
ARTICLE IX
Meetings
Section 1. Date and Place
The Society shall hold an annual business meeting the third quarter of each year; additional meetings may be held as required to fulfill the objectives of the Society.
The Program Committee will present recommendations for the place of the annual meeting to the Board of Directors. The Board of Directors will choose the place by their first meeting of the calendar year. In the event of a major emergency, the Board of Directors may 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 all voting members.
Section 2. Purpose
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.
Additional business meetings shall be for the purpose of receiving reports and other business.
Section 3. Notification
Written notice of the time and place of the annual business meeting shall be sent to all members of the Society not fewer than sixty (60) days prior to the meeting. An agenda for the annual business meeting shall be sent to all members not fewer than thirty (30) days prior to the annual business meeting.
Section 4. Quorum
A majority of the voting members registered at a duly called business meeting shall constitute a quorum.
ARTICLE X
Society Delegates to the AARC House of Delegates
Section 1. Election
The SocietyŐs Delegation shall consist of the President-Elect and the Vice-President.
Section 2. Term of Office
The term of office for Delegates shall be concurrent with their term as President-Elect or Vice-President.
ARTICLE XI
Committees
Section 1. Standing Committees
The President shall appoint the members of standing committees. Members so appointed by the President will be ratified by the Board at the next scheduled meeting.
Nominations and Elections
Program
Budget and Audit
Judicial
Section 2. Special Committees and Other Appointments
Special Committees may be appointed by the President. Such committees must have a designated purpose and an identified expiration date. A committee may continue beyond its expiration date upon notice the purpose has not been met and then only with approval by the Board of Directors.
Section 3. Committee ChairmanŐs Duties
The President shall appoint the chairman of each committee.
The Chairman of each committee shall confer promptly with the members of his committee on work assignments.
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.
d. Non-members or physician members may be appointed as consultants for the committees.
e. Each standing committee Chairman requiring operating expenses shall submit a budget for the next fiscal year to the Budget and Audit Committee thirty (30) days prior to the annual business meeting.
Section 4. Committee Duties of the Board of Directors
Serve as the Budget and Audit Committee.
This committee shall be composed of the Executive Officers and the Board of Directors.
They shall propose and approve an annual budget. The membership will receive a copy of the budget within thirty (30) days of the meeting.
Serve as the Judicial Committee.
This committee shall consist of the Executive Officers and the Board of Directors.
This committee shall review formal written complaints against any individual Society member charged with any violation of the SocietyŐs Bylaws or otherwise with any conduct deemed detrimental to the Society. Complaints or inquiries may be referred to this Committee by the Judicial Committee of the Association.
If the Committee determines the complaint justifies an investigation, a written copy of the charges shall be prepared with benefit of legal counsel if deemed advisable.
A statement of charges shall then be served upon the member and an opportunity given the member to be heard before the Committee.
After careful review of the results of the hearing conducted with the benefit of legal counsel, when the Chairman of the Committee deems it necessary or advisable, the Committee may recommend to the Board of Directors to expel or suspend such a member. A complete report shall be forwarded including copies of all documents to the Chairman of the Judicial Committee of the Association, after a final decision by two-thirds (2/3) vote has been made by the SocietyŐs Board of Directors.
ARTICLE XII
Duties of Committees
Section 1. Program Committee
This Committee shall consist of at least three (3) members and be so constructed as to provide experienced members for program planning.
The Medical Advisor(s) or his designate shall be consultant to this committee.
The Committee shall be responsible for procuring and maintaining educational materials for the Society.
The Committee shall encourage and assist regions in their efforts to conduct educational programs.
The Committee shall concern itself with continuing education programs and special education projects of the Society.
The Chairman of the Program Committee shall receive all proposed Society educational programs for review and approval.
ARTICLE XIII
Society Medical Advisor
The Society shall have at least one (1) Medical Advisor, and shall conform to Article IX, Section 3 of the Association Bylaws concerning chartered affiliate Medical Advisors.
ARTICLE XIV
Fiscal Year
The fiscal year of this Society shall be from January 1 through December 31.
ARTICLE XV
Dues and Assessments
The Society shall have the right to assess membership dues as determined by the Budget and Audit Committee of the Executive Committee subject to approval by the general membership.
ARTICLE XVI
Ethics
If the conduct of any Society member shall appear, by report of the Society or the AssociationŐs Judicial Committee, to be in willful violation of the Bylaws or standing rules of this Society or prejudicial to this SocietyŐs interests, as defined in the AssociationŐs Code of Ethics, the Board of Directors may, by a two-thirds (2/3) vote of its entire membership, suspend or expel such a member. Within thirty (30) days after receipt of notice of expulsion, the expelled member shall have the right to appeal the decision to the Board of Directors. If such appeal is made, the Board, at its next meeting shall uphold, reverse, or modify the action of the Committee. All such suspension or expulsion actions shall be reported immediately to the AssociationŐs Judicial Committee.
ARTICLE XVII
Parliamentary Procedure
The rules contained in RobertŐs Rules of Order, Revised shall be utilized as a reference whenever they are not in conflict with the Bylaws of the Society or of the Association.
ARTICLE XVIII
Amendments
To amend these Bylaws, all eligible voting members of the ASRC must be given a written copy of the proposed change(s) sixty (60) days prior to the scheduled vote. The vote may be by mail or at a scheduled meeting, so long as provisions are made to allow all eligible members the opportunity to vote. Amendments are considered approved if they get a two-thirds (2/3) majority of the votes received. All amendments must be approved by the AssociationŐs Bylaws Committee and shall become effective upon ratification by the AssociationŐs Board of Directors.
