BY-LAWS OF THE ARIZONA SOCIETY FOR RESPIRATORY CARE, INC.

A CHARTERED AFFILIATE OF THE AMERICAN ASSOCIATION FOR RESPIRATORY CARE

ARTICLE I
NAME

This organization shall be known as the Arizona Society for Respiratory Care, a state society of the American Association for Respiratory Care, which is incorporated under General Not for Profit Corporation Act of the State of Illinois.

ARTICLE II
BOUNDARIES

The area included within the boundaries of this Society shall be the boundaries of the State of Arizona.

ARTICLE III
OBJECTIVES

Purpose

1. To encourage, develop and provide educational programs for those interested in the field of respiratory care.
2. To advance the science, technology, ethics and art of respiratory care through institutes, meetings, lectures and the preparation and distribution of a newsletter and other materials.
3. To facilitate cooperation between respiratory care personnel and the medical professions, hospitals, industry, service companies, governmental agencies and other agencies interested in respiratory care.
4. To provide education of the general public in pulmonary health promotion, and disease management.

ARTICLE IV
MEMBERSHIP

Section 1. Classifications

The membership of this society shall include three (3) classifications: active member, associate member and special member.

Section 2. Qualifications

An individual is qualified for membership in this society if he is a member of the AARC as specified in the AARC Bylaws, Article III – Membership, Section 1-5 provided his place of employment is within the defined boundaries of this society.

ARTICLE V
FISCAL YEAR

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

ARTICLE VI
OFFICERS AND DIRECTORS

Section 1. Officers and Directors

The officers of this Society shall be: President, President-Elect (who automatically succeeds to the presidency when the president’s term expires), Vice-President, Secretary, Treasurer, and Past-President and Delegates. The officers shall be elected by popular vote.

Section 2. Directors

There shall be four (4) Directors. The Directors shall be elected from the membership by popular vote.

Section 3. Term of Office for Officers and Directors

1. The term of office for society officers shall be for one (1) year.
2. The term of office for Board of Directors shall be for two (2) years and shall begin January 1 of each year. Two (2) representatives shall be elected each year.

Section 4. Vacancies in Office

1. Any vacancy that occurs on the Executive Committee, with the exception to the President, Immediate Past-President and Delegate shall be filled by qualified members elected by the Board of Directors. Individuals so elected shall serve until the next election.
2. In the event of a vacancy in the Office of President, the President-Elect shall become acting President to serve the unexpired term and then shall serve his successive term as President.
3. In the event of a vacancy in the Office of President-Elect, the Vice- President shall assume the duties, but not the office, of the President-Elect, as well as his own duties until the next meeting of the Board of Directors, at which time the Board shall elect a qualified member to fill the vacancy.
4. In the event of a vacancy in the office of Vice-President, Secretary or Treasurer or Board Member, the Board of Directors shall select a qualified Society member to fill the vacancy.
5. In the event of a vacancy in the office of any elected representative, the Board shall elect a qualified Society member to fill the vacancy.
6. An elected President-Elect shall serve until the next election and then automatically accede to the presidency.
7. If there is a delegate vacancy, an election will be held within ninety (90) days.
8. If there is a vacancy in the office of Past-President, the most recent Past-President will assume the office.

Section 5. Duties of Officers

a. President
The President shall be the chief executive officer of the society: He shall preside at the annual business meeting and all meetings of the Board of Directors; prepare an agenda for the annual business meeting and submit it to the membership not fewer than thirty (30) days prior to such a meeting in accordance with ARTICLE XIII of these Bylaws; prepare an agenda for each meeting of the Board of Directors and submit it to the members of the Board not fewer than fifteen (15) days prior to such a meeting; appoint standing and special committees subject to 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 and inform the President-Elect and Vice-President of all the society’s activities. He shall, with the Treasurer, be responsible for disbursement of all the society funds.

b. President-Elect
The President-Elect shall accede to the office of President when the President’s term ends. 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. He shall perform such other duties as dictated by the Board of Directors and shall perform such other duties as shall be dictated by 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 shall perform such other duties as assigned by the President or Board of Directors. The Vice-President shall be a member of the Bylaws Committee.

d. Treasurer
The Treasurer shall: have charge of all funds and securities of the society, endorsing checks, notes or other orders for the payment of bills; 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 shall see that full and accurate accounts are kept and make a written financial report at every regularly scheduled meeting of the Board of Directors. At the expense of the Society, he shall be bonded in an amount determined by the Board of Directors and with the President; he shall be responsible for disbursement of all society funds.

e. Secretary
The Secretary shall: have charge of keeping the minutes of the Board of Directors meetings, 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 within the ten (10) days following the meeting; executing the general correspondence; affixing the corporate seal on documents so requiring; and in general, performing all duties as assigned by the President or the Board of Directors.

f. Past-President
The Past-President shall perform such duties as assigned by the President or the Board of Directors.

Section 6. Voting

Each position shall have one (1) vote (except President, who votes only in case of a tie). Proxies will be accepted on specific issues submitted to the Secretary at the beginning of the meeting and approved by the Board.

ARTICLE VII
NOMINATIONS AND ELECTIONS

Section 1. Nominations Committee

The Nominations Committee will consist of the President or
President-Elect (or their designee) and will present a slate of nominees to the Board of Directors at least sixty (60) days prior to the annual meeting.

1. The Nominations Committee shall place in nomination for each of the officers to be elected, the names of two (2) or more persons.
2. Only active members in good standing shall be eligible for nomination
3. The Nominations Committee shall provide a pertinent biographical sketch of each nominee’s professional activities and services to the organization, all of which will be part of the ballot.
4. On written petition of at least twenty-five (25) active voting members for any office of the society, not less than ninety (90) days prior to the annual meeting, any other member or members may be nominated; if a nominating petition is so filed, such further nominations shall be placed on the ballot.

Section 3. Ballot

1. The Nominations Committee’s slate and biographical sketches shall be mailed to every active society member in good standing and eligible to vote at least forty-five (45) days prior to the annual meeting.
2. The society’s vote shall be by mail and the list of nominees shall be so designed as to be a secret mail ballot with provisions for write-in votes.
3. The ballots shall be proxies which will authorize the secretary to vote at the annual meeting in accordance with the directions of the members.
4. The Board of Directors shall declare a date of record for members who will be eligible to cast a ballot in each election.

Section 4. Elections Committee

1. The President shall appoint an impartial Elections Committee which shall be chaired by the President-Elect. The committee will receive ballots and verify and tabulate ballots and report the results in writing to the elections chairman.
2. Elections shall be decided by a plurality of votes cast. The minimum number of votes cast for a valid election shall be one-tenth (1/10) of the active members of the society. A tie shall be decided by lot.

ARTICLE VIII
ANNUAL MEETING

Section 1. Date and Place

1. The Society shall hold an annual business meeting in each calendar year.
2. The date and location of the annual meeting and additional business meetings shall be decided in advance by the Executive Committee. In the event of a major emergency, the President shall cancel the scheduled meeting, set a new date and location if feasible, or conduct the business of the meeting electronically or by mail.

Section 2. Purpose

The annual meeting shall be for the purpose of receiving reports of officers and committees, receiving the results of the election, and for other business brought about by the President.

Section 3. Notification

Written notice of the time and location of the annual meeting shall appear in the state society newsletter or web page.

ARTICLE IX - EXECUTIVE COMMITTEE

Section 1. Executive Committee

1. The Executive Committee shall consist of the President, President-Elect, Vice-President, Secretary, Treasurer and Delegates. 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 Budget and Audit Committee.
2. The President shall be chairman and presiding officer of the Executive Committee. He shall invite in writing such individuals to the meeting of the Board as he shall deem necessary, with the privilege of voice but not vote.
3. The Executive Committee and the Board of Directors shall have power to declare an office vacant by a two-thirds (2.3) vote of those present 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 whose office has been declared vacant. Such action shall not take place until a letter of intent is submitted to the member by certified mail.

Section 2. Duties

1. Supervise all business and activities of the society within the limitations of these Bylaws.
2. Adopt and rescind standing rules of the Society.

Section 3. Meetings

1. The Executive Committee shall hold not less than one (1) meeting every four (4) months during the calendar year.
2. Special meetings of the Executive Committee shall be called by the President at such times as the business of the society shall require, or upon written request of four (4) members of the Executive Committee filed with the President and Secretary of the society. Secretary of the society.
3. A majority of the Executive Committee shall constitute a quorum at any meeting of the state society.

Section 4. Mail Vote/Electronic Vote

Whenever, in the judgment of the Executive Committee, it is necessary to present any business to the membership prior to the next regular or annual meeting, the Executive Committee may, unless otherwise required by these bylaws, conduct a vote of the membership by mail. The question thus presented shall be determined according to the majority of valid votes received electronically or by mail within thirty (30) days after the date of such submission, except in the case of constitutional amendment or change in the bylaws amendments when a two-thirds (2/3) majority of the valid votes 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 state society shall be presented to the membership at least sixty (60) days prior to mail vote, as provided in Article XIX of these bylaws concerning amendments.

ARTICLE X
SOCIETY DELEGATES TO THE HOUSE OF DELEGATES

Section 1. Election

Delegates of this society to the House of Delegates of the AARC shall be elected as specified by the AARC Bylaws.

Section 2. The Duties of the Delegates

The duties of the Delegates shall be specified by the Bylaws of the AARC. Except for the office of Past-President, the members of the delegation may not hold concurrent office on the Executive Committee.

Section 3. Succession

No person may serve more than two (2) consecutive terms in the House of Delegates. The delegates shall be elected for the term of four (4) years – one delegate shall be elected every two years.

ARTICLE XI
STATE SOCIETY MEDICAL ADVISOR

The state society shall have at least one (1) Medical Advisor who shall conform to Article VIII, Section 3 of the AARC Bylaws.

ARTICLE XII
NOMINATIONS AND ELECTIONS

Section 1. Nominations Committee

They shall be elected at least one hundred twenty (120) days before the annual business meeting to present a slate of nominees to the Board at least sixty (60) days prior to the annual business meeting.

Section 2. Nominations

1. The Nominations Committee shall place in nomination the names of one(1) or more persons for the offices of President-Elect, Vice-President, Secretary and Treasurer and shall place in nomination for each of the Directors to be elected the names of two (2) or more persons. Only active AARC members in good standing with the State of Arizona shall be eligible for nomination. The Nominations Committee shall obtain, in writing, a statement of acceptance and willingness to serve, if elected, from each nominee. The Nominations Committee shall provide a pertinent biographical sketch of each nominee’s professional activities and services to the organization, all of which shall be part of the ballot.
2. If the vote is to be conducted at the annual business meeting, the time, date and place shall be clearly indicated on the ballot. Provisions shall be made for absentee ballots, which allow all eligible members the opportunity to vote.

Section 3. Ballot

1. The Nominations Committee’s slate and biographical sketches shall be mailed to every active AzSRC Member at least forty-five (45) days prior to the annual business meeting.
2. Ballots, to be acceptable, must be postmarked at least five (5) days before the annual business meeting. The deadline date shall be clearly indicated on the ballot.

Section 4. Election Committee

This Committee shall verify the eligibility of each ballot and tally the votes cast. The results of the elections shall be announced at the Annual Business meeting.

ARTICLE XIII
SOCIETY BUSINESS MEETING

Section 1. Date and Place

1. The Society shall hold an annual business meeting in the fourth quarter of each calendar year; additional business meetings may be held as required to fulfill the objectives of the Society.
2. The date and place of the annual business meeting and additional business meetings shall be decided in advance by the Board of Directors. In the event of a major emergency, the Board of Directors may cancel the scheduled meetings and set a new date and place.

Section 2. Purpose

1. The annual business meeting shall be for the purpose of receiving annual reports of officers and committees, reporting the results of the election, and for other business brought by the President or Board.
2. Additional business meetings shall be for the purpose of receiving reports and for other business brought by the Board.

Section 3. Notification

Written notification of the time and place of the annual business meeting shall be sent to all members of the Society not fewer than ninety (90) 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 of the Board shall constitute a quorum at any duly called business meeting.

ARTICLE XIV
CONFERENCE CALL, MAIL VOTES

Section 1. Electronic Mail (FAX) Votes

Whenever, in the judgment of the President or the Board of Directors, it is necessary to reach a consensus among the Board members to enable the President or designees to proceed upon a plan of action between formal meetings, an electronic mail vote may be called. The conclusion of this vote is not intended to adopt an official statement or resolution. All such votes shall be preceded by a telephone call informing the Board members that an electronic mail vote has been initiated. All attempts to notify Board members shall be backed up by FAX/electronic mail, noting the issue to be decided and the date of the actual vote. A conference call may occur for the purposes of discussion only. A minimum of 24 hours shall lapse between the initial telephone call and the actual vote. A record of each notification attempt will be maintained by the Board member initiating the vote. Two-thirds (2/3) of the Board (8 members) must vote. Six of those voting must be in agreement to pass or defeat the issue. All results of electronic mail votes shall be recorded and ratified at the next Board meeting.

Section 2. Mail Votes

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 questions thus presented shall be determined according to a majority of the valid votes received by mail within thirty (30) days after the date of such submission. 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(s) 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 XIX of these bylaws concerning amendments.

ARTICLE XV
COMMITTEES

Section 1. Standing Committees

The members of the following Standing Committees shall be appointed by the President, subject to the approval of the Executive Committee, to serve for a period of one (1) year.

1. Membership
2. Budget and Audit
3. Elections
4. Nominations
5. Program
6. Education/Awards
7. Bylaws
8. Publications
9. Public Relations
10. Continuing Education Approval
11. Legislative

Section 2. Special Committees and Other Appointments

Special committees may be appointed by the President.

Section 3. Committee Chairman’s Duties

1. The President shall appoint the Chairman of each committee.
2. 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.
3. The Chairman of each committee shall confer promptly with the members of that committee on work assignments.
4. All committee reports shall 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 the report is to be read.
5. Non-members or physician members may be appointed to the committees as consultants. The President shall request recommendation for physician appointments from the Medical Advisor(s).
6. Each Committee Chairman requiring operating expenses shall submit a budget for the next fiscal year to the Budget and Audit Committee.

ARTICLE XVI
DUTIES OF COMMITTEES

Section 1. Membership

1. This Committee shall consist of at least five (5) members – one of the delegates shall serve as chair. Members shall investigate ways in which the society can serve its members.

Section 2. Budget and Audit Committee

1. This committee shall be composed of the Executive Committee who shall assist the Treasurer in preparation of the annual budget and shall oversee the disbursement of the society’s funds.

Section 3. Elections Committee

1. This committee is chaired by the President-Elect.
2. This committee shall receive ballots for all elections held during the calendar year and verify the eligibility of each ballot and tally the votes
   cast.
3. This committee shall consist of three (3) members.

Section 4. Nominations Committee

1. This committee shall consist of the President or President-Elect (or their designee) and three (3) other members who shall serve for a term of one (1) year.
2. This committee shall prepare for approval by the Board of Directors a slate of candidates.
3. It shall be the duty of this committee to make final critical appraisal of candidates to see that the nominations are in the best interests of the AARC and the state society through consideration personal qualifications and geographical representation as applicable.

Section 5. Program Committee

1. This Committee shall consist of at least five (5) members and be so constructed as to provide experienced members for program planning.
2. The Medical Advisor(s) or designee will be a consultant member of this committee.
3. This committee shall plan and present at least one (1) state-wide seminar annually.
4. There shall be separate Program Committees for events in Phoenix and Tucson.

Section 6. Education/Awards Committee

1. This committee shall consist of at least four (4) educators and be constructed and rotated so as to guarantee a core of experiences members.
2. The committee shall support the concepts of health promotion and disease prevention, and work for their inclusion in traditional curricula whenever possible.
3. This committee shall recommend recipients of all society awards and scholarships.

Section 7. Bylaws Committee

1. This committee shall consist of three (3) members, one (1) of whom shall be the Vice-President of the society, with two (2) members appointed annually.
2. This committee shall receive and prepare all amendments to the Bylaws for submission to the Executive Committee.

Section 8. Publications Committee

1. This committee shall consist of at least three (3) members, each appointed annually for a one (1) year term subject to reappointment.
2. This committee shall be responsible for the publication and distribution of a society newsletter and all other publications of this society.

Section 9. Public Relations Committee

1. This committee shall consist of at least three (3) members, one (1) of whom shall be the Vice-President with members being appointed for a one (1) year term subject to reappointment.
2. This committee shall be concerned with the dissemination of information concerning respiratory care and/or this Society to the public, hospitals, and other organizations.

Section 10. Continuing Education

1. This committee shall consist of no more that three (3) members appointed by the Executive Committee. The term of appointment shall be for two (2) years, subject to reappointment.
2. This Committee is concerned with the review of all applications for continuing education units and society bylaws and the approval of materials meeting the criteria adopted by the Board of Respiratory Care Examiners. This committee will also be responsible for the maintenance of records generated in the course of these duties and the provision of continuing education documents.

Section 11. Legislative

1. This committee shall be composed of the members of the Executive Committee. The chair shall be someone from the Executive Committee with recent Executive Committee experience.
2. This committee shall propose an annual legislative agenda to the Executive Committee.
3. This committee shall work with legislative advisors to advance pertinent bills in the legislature and monitor other legislation which may have an impact on the practice of respiratory care in Arizona.
4. A representative from this committee shall attend quarterly meetings of the Arizona Board of Examiners for Respiratory Care and other meetings as invited.

ARTICLE XVII
FISCAL YEAR

The fiscal year of this state society shall be from January 1 through December 31.

ARTICLE XVIII
PARLIAMENTARY PROCEDURE

The rules contained in the latest edition of “Robert’s Rules of Order Revised” shall govern whenever the rules are not in conflict with the bylaws of the society or of the AARC.

ARTICLE XIX
AMENDMENTS

Revised: March, 2004

 

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