TENNESSEE SOCIETY FOR RESPIRATORY CARE BYLAWS


ARTICLE I: NAME

Section 1: Name

This organization shall be known as the Tennessee Society for Respiratory Care, hereinafter referred to as the Society, a chartered affiliate of the American Association for Respiratory Care, hereinafter referred to as AARC, which is incorporated under the General Not-For-Profit Corporation Act of the State of Illinois.

Section 2: Boundaries

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

ARTICLE II: OBJECT

Section 1: Purpose

a. Encourage and develop educational programs for those persons interested in the field of Respiratory Care.
b. Advance the science, technology, ethics, and are of Respiratory Care through regional institutes, meetings, lectures, publications, etc.
c. Facilitate cooperation between Respiratory Care personnel and the medical profession, hospitals, service companies, industry and other agencies.
d. Provide education of the general public in pulmonary health promotion and disease prevention.

Section 2: Intent

a. No part of the net earnings 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 except as otherwise stated in these Bylaws.
b. In the event of the dissolution of this Society, whether voluntary or involuntary, all of its remaining assets shall be distributed in such manner as the Board of Directors, hereinafter referred to as the Board, 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 similar organization(s) maintained and created for one or more of the foregoing purposes, if at any time of distribution, the payee or distributee is then exempt from taxation, and if gifts or transfers to the payee or distributee are then exempt from taxation under the provisions of the Internal Revenue Code or changes which amend or supersede the said provisions.
c. The Society shall not commit any act which shall constitute the unauthorized practice of medicine under the laws of any state.

ARTICLE III: MEMBERSHIP

Section 1: Classes

The membership of this Society shall include three (3) classes: Active Member, Associate Member, and Special Member as defined in the AARC bylaws.

Section 2: Eligibility

Only individuals holding AARC membership are considered Society members, provided their place of employment is within the defined boundaries of this Society.

ARTICLE IV: OFFICERS AND DIRECTORS

Section 1: Officers

The officers of the Society shall be a President, a President-Elect, an Immediate Past President, a Vice-President, a Secretary, and a Treasurer.

Section 2: Chapter Representation

Each Chapter shall be represented on the Board by the Chapter President and Chapter PresidentElect, who shall hereafter be referred to as Directors. In the absence of a Director a representative designated by the Chapter's Officers may attend.

Section 3: Term of Office

The term of office for Society officers and Directors of the Society Board shall be for one (1) year. The term shall coincide with the fiscal year.

Section 4: Vacancies in 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 his own, the 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, as well as his own. At the next meeting of the Board the vacancy shall be filled by Board election.
c. In the event of a vacancy in the office of Vice-President, Secretary or Treasurer, the President shall appoint a member of the Board to assume the duties of that office. At the next meeting of the Board the vacancy shall be filled by Board election.
d. In the event of a vacancy in the office of Immediate Past-President, the Board, at its next meeting, shall fill the vacancy, with a Past-President, by appointment.

Section 5: Duties of Officers

a. President: shall be the chief executive officer of the Society; preside at the annual business meeting and all meetings of the Board, 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 these Bylaws, prepare an agenda for each meeting of the Board and submit it to the members of the Board not fewer than fifteen (15) days prior to such meeting; appoint standing and special committees subject to the approval of the Board; be an ex-officio member of all committees except the Elections and Nominations Committee; present to the Board and membership an annual report of the Society activities.
b. President-Elect: shall become acting President and shall assume the duties of same in the event of absence, resignation, or disability of the President, shall perform such other duties as shall be assigned by the President or the Board.
c. Vice-President: shall assume the duties, but not the office, of the President-Elect in the event of absence, resignation, or disability, and shall also continue to carry out the duties of the VicePresident; and shall chair the Nominations and Elections Committee.
d. Treasurer: shall have charge of all funds and securities of the Society; endorse checks, notes, or other orders for payment of bills; disburse funds as authorized by the Board in accordance with the adopted budget; deposit funds as the Board may designate; see that full and accurate accounts are kept; submit monthly trial balances to the President within twenty (20) days after the monthly closing of the books; make written quarterly financial reports to the Board and a complete written yearly report for the previous year at the first meeting of the Board. At the expense of the Society, the treasurer shall be bonded in an amount determined by the Board.
e. Secretary: shall keep the minutes of the Board's regular business meetings and the annual business meeting; submit 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 ten (10) days following the meeting; chair the Chapter Affairs Committee; affix the corporate seal on documents so requiring; and, in general, perform all duties as from time to time shall be assigned by the President.
f. Immediate Past-president: shall advise and consult with the President, be a member of the Bylaws Committee, and perform such other duties as assigned by the President or the Board.

ARTICLE V: NOMINATIONS AND ELECTIONS

Nominations and Elections Committee

The chair shall be the Vice-President. The President shall appoint a Nominations and Elections Committee each year at least one hundred and eighty (180) days before the annual business meeting. The committee shall prepare and the Chairman report a slate of nominees to the Board by June 1 prior to the annual business meeting of the Society. The committee shall perform such other duties as are defined in Article X, Section 3 of these Bylaws.

ARTICLE VI: BOARD OF DIRECTORS

Section 1: Composition and Powers

a. The executive government of this Society shall be vested in a Board of Active members consisting of the President, President-Elect, Vice-President, secretary, Treasurer, Immediate Past-President, Delegate, Alternate Delegate, Chapter Presidents, Chapter Presidents-Elect, and in an ex-officio capacity, the Society Medical Advisor.
b. The President shall be Chairman and presiding officer of the Board and the Executive Committee and shall invite, in writing, such individuals to the meetings of the Board as shall be deemed necessary.
c. The Board 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 incumbent that the office has been declared vacant.
d. All Board members shall regularly attend the meetings of their chapter as described by Board policy. Failure to do so shall be reason for removal from office.

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. After consideration of the budget, determine for the following year the amount of membership dues, remunerations, stipends, and other related matters.
d. Grant or revoke a charter to chapters which meet or fail to meet, respectively, the requirements for affiliation.
e. Perform such other duties as may be necessary or appropriate for the management of the Society.

Section 3: Vacancies

Any vacancies that occur on the Board, with the exception of the President and Immediate PastPresident, shall be filled by election by the Board. Individuals so elected shall serve until the next annual Society general election.

Section 4: Meetings

a. The Board shall meet not fewer than four (4) regular and separate meetings during the calendar year.
b. Special meetings of the Board 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 Board filed with the President and Secretary of the Society.
c. A majority of the Board shall constitute a quorum at any meeting.

Section 5: Mail Vote

Whenever, in the judgement of the Board, it is necessary to present any business to the membership prior to the next regular or annual business meeting, the Board may, unless otherwise required by these Bylaws, instruct the Nominations and 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 ballots received by mail within thirty (30) days after date of such submission, except in the case of a constitutional amendment or a change in the Bylaws when a two-thirds (2/3) majority of the valid ballots 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.

Section 6: Executive Committee

The Executive Committee of the Board shall consist of the President, President-Elect, VicePresident, Immediate Past-President, Secretary, Treasurer, Delegate, and Alternate Delegate, with the Medical Advisor serving in an ex-officio capacity. This committee shall have the power to act for the Board between meetings of the Board 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, and the Bylaws Interpretation Committee.

Section 7: Multiple Offices

No officer, Delegate, or Alternate Delegate shall hold Chapter office simultaneously.

ARTICLE VII: ANNUAL BUSINESS MEETING

Section 1: Date and Time

a. The society shall hold an annual business meeting during the last quarter 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. In the event of a major emergency, the Board 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 3: Notification

Written notice of the time, place, and agenda of the annual business meeting shall be sent to all members of the Society not fewer than thirty (30) days prior to the meetings.

Section 4: Quorum

A majority of the voting members registered at a duly called business meeting shall constitute a quorum.

ARTICLE VIII: SOCIETY DELEGATES TO THE AARC HOUSE OF DELEGATES

Section 1: Election

Delegates of the Society to the House of Delegates of the AARC shall be elected as specified in the AARC bylaws.

Section 2: Duties

The duties of the Delegate shall be as specified in the Bylaws of the AARC.

Section 3: Board Members

The Delegate and Alternate Delegate shall be voting members of the Society Board.

Section 4: Multiple Offices

Delegates may not hold concurrent elective offices.

Section 5: Succession

No person may serve more than four (4) consecutive years in the House of Delegates, either as Delegate, Alternate, or a combination of both.

Section 6: Term of Office

a. The Delegate shall serve for a two (2) year term to begin on January 1.
b. The Alternate Delegate shall be elected for a two (2) year term to begin January 1 for automatically accede to the position of Delegate at the end of the two (2) year term.

Section 7: Vacancies in Office

a. In the event of a vacancy in the office of Delegate, the Alternate Delegate shall assume the duties but not the office of Delegate, and serve until the next meeting of the Board, at which time the Board will fill the vacancy by election.
b. In the event of a vacancy in the office of Alternate Delegate, the President shall appoint a member of the Board to assume the duties of the office until the next meeting of the Board, at which time the Board will fill the vacancy by election.

ARTICLE IX: COMMITTEES

Section 1: Standing Committees

The members of the following Standing Committees, except as otherwise described in these Bylaws, shall be appointed by the President, subject to the approval of the Board, to serve for a term of one (1) year:

a. Membership and Public Relations
b. Budget and Audit
c. Nominations and Elections
d. Program
e. Education
f.Publications
g. Chapter Affairs
h. Bylaws

Section 2: Special Committees and Other Appointments

Special committees may be appointed by the President.

Section 3: Committee Chair Duties

a. The President shall appoint the Chair of each committee except as may be otherwise specified in these Bylaws.
b. The Chair of each committee shall confer promptly with the members of his 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 at least twenty-one (21) days prior to the meeting at which the report is to be read.
e.Nonmembers or physician members may be appointed as consultants to committees.
f. Each committee shall submit a budget for the next fiscal year to the President-Elect.

ARTICLE X: DUTIES OF COMMITTEES

Section 1: Membership and Public Relations Committee

a. This committee shall include at least one (1) representative from each Chapter.
b. This committee shall maintain a current membership list, develop ways to improve public awareness. The committee shall perform any other duties as directed by the President and Board.

Section 2: Budget and Audit Committee

a. This committee shall be composed of the Executive Committee.
b. This committee shall propose an annual budget for approval by the Board.
c. This committee shall verify that the Treasurer does not exceed the budgeted expenses in any category without its expressed consent and two-thirds (2/3) approval of the Board.

Section 3: Nominations and Elections Committee

a. The chair of this committee shall be the Vice-President.
b. This committee shall consist of at least one (1) member from each chapter, who shall serve for a term of one (1) year.
c. Using approved procedures this committee shall place in nomination at least two Active members in good standing for the offices of President-Elect, Vice-President, Secretary, and Treasurer, and shall place in nomination at least two Active members in good standing for the position of Alternate Delegate to the AARC in the year prior to said person's accession to the office of Delegate. This committee shall provide 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. A provision for write-in votes shall be available for each office.
d. This committee shall 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 biographical representations as applicable.
e. This committee shall prepare, receive, verify, and count ballots for all elections, and such other mail votes as the Society shall deem necessary, held during the calendar year.
f. Ballots, to be acceptable, shall be postmarked at least ten (10) days prior to the annual business meeting of the T.S.R.C. The deadline shall be clearly indicated on the ballot.
g. The elections shall be by plurality of the votes cast. A tie vote shall be decided by the Board.
Section 4: Program Committee

a. This committee shall consist of at least two (2) members who shall be appointed for at least a two (2) year term, and be so charged to provide Society members with an annual seminar and exhibit designed for continuing education.
b. The Medical Advisor shall be a consultant member of this committee.

Section 5: Education Committee

a. This committee shall be appointed by the President and shall consist of at least three (3) members.
b. This committee shall develop, obtain funding, and implement scholarship programs; perform other duties as may be assigned by the President or Board, work to insure the quality of education for all levels of practitioners; and, in conjunction with the Program Committee, provide for continuing education for educators in the geographical boundaries of this Society.

Section 6: Bylaws Committee

a. This committee shall consist of at least three (3) members, one (1)( of whom shall be a PastPresident.
b. The committee shall receive and prepare all amendments to the Bylaws for submission to the Board. The committee may also initiate such amendments to the Board.
c. The committee shall review the Tennessee Society for Respiratory Care bylaws yearly, and make recommendations for changes as may be deemed necessary.

Section 7: Publications

a. This committee shall consist of one (1) member from each Chapter.
b. This committee shall publish a Society newsletter and all other publications, as may be deemed necessary by the Board, for the public, health care organizations, or other entities, where dissemination of information concerning respiratory care is indicated.

Section 8: Chapter Affairs

a. This committee shall consist of at least three (3) members. The Chair shall be the T.S.R.C. Secretary.
b. This committee shall review all chapter minutes and receive reports from chapters for determination of the "Chapter of the Year" award.
c. This committee shall receive and review applications for chapter formations and petitions for chapter dissolution as outlined in these Bylaws.

Section 9: Vacancies

In the event of a vacancy occurring in any Board ratified committee, the President shall appoint member(s) to fill such vacancies subject to the approval of the Board.

ARTICLE XI: CHAPTER ORGANIZATIONS

Section 1: Boundaries of Chapters

The boundaries of a Chapter shall be established by the Board and recorded in the Board minutes. The boundaries shall be changed as necessary to allow for deletion or addition of chapters.

Section 2: Organization

The internal organization is to be established by the individual chapters, provided they are not in conflict with these Bylaws.

Section 3: Officers and Chapter Representation

a. The President and President-Elect of each chapter shall be members of the Society's Board.
b.The Active members of this Society working in the chapter shall elect a President and President-Elect, a Secretary, Treasurer, or Secretary/Treasurer may be appointed by the President or elected by the chapter membership. The Secretary shall be the official correspondent for the chapter to the Society.
c. Membership in a chapter shall be determined by place of employment.

Section 4: Activities

Each chapter organization shall be encouraged to expand its membership and to develop educational activities and such other activities as is consistent with the Articles of Incorporation and these Bylaws.

Section 5: Duties of the Chapter President

a. Represent their chapter at all Board meetings.
b. Report to the chapter all actions taken by the Board.
c. Assume the duties of the chapter President during the President's absence from a Board meeting. Develop chapter goals for the coming year; select committee members for the coming year as president; perform other duties as requested by the chapter President.

Section 7: Chapter Admission Requirements

a. Twenty (20) or more Active Members of the Society, meeting the requirements for affiliation, may become a chapter of the Society upon approval of the Chapter Affairs Committee, subject to ratification by the Board. Members of chapters shall be sent to the Society's office and shall consist of a list of officers, membership, minutes of the organizational meeting, and geographical location.
c. Approval and continuance of a chapter is contingent on the chapter agreeing to comply with such, rules, regulations, and conditions as promulgated by the Society.

Section 8: Chapter Duties

a. A copy of the minutes of all chapter business meetings shall be sent to the Society's office within ten (10) days following the meeting.
b. The names and addresses of officers of the chapter shall be sent to the Society's office within ten (10) days following their election.

Section 9: Chapter Committees

a. The chapter President shall appoint such committees as may be necessary to perform the duties of the chapter, subject to the approval of the chapter membership.
b. In the event of vacancies on chapter committees the chapter President shall appoint members to fill such vacancies, subject to the approval of the chapter membership.

Section 10: Suspension or Revocation of a Chapter's Charter

a. The Board may suspend or revoke the charter of any chapter for failure to comply with any rule, regulation, or conditions promulgated by the Society or upon failure to maintain a Society membership of at least twenty (20) Active Members.
b. Action for the revocation of the rights of a chapter may be initiated for sufficient cause upon written complaint filed by at least two (2) members of the Society with the chair of the Chapter Affairs Committee. Before the charter of a chapter can be revoked, the officers of the chapter, if known, shall be given opportunity to appeal at a hearing before the Chapter Affairs Committee of the Society at a time and place designated by the Committee Chair. The hearing shall not be held sooner than thirty (30) days after the mailing of such notice. If the officers of the chapter are not known to the Chapter Affairs Committee, then such notice shall be given to all known members of the Society in that chapter. Representatives of the chapter in question shall be permitted to give testimony and introduce evidence in support of the continuance of the chapter at the hearing before the Chapter Affairs Committee. After said hearing the Chapter Affairs Committee shall forward its recommendation to the Society Board for action.

ARTICLE XII: SOCIETY MEDICAL ADVISOR

The Society shall have at least one (1) Medical Advisor who shall conform to the AARC Bylaws.

ARTICLE XIII: FISCAL YEAR

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

ARTICLE XIV: DUES

Annual Society dues or the need thereof shall be determined on a yearly basis by the Board. Payment schedule and delinquency rules shall be determined by Board policy. Any member whose dues are not paid as prescribed by Board policy shall be dropped from Society membership after written notification. Any member who has been dropped may be reinstated during the calendar year by payment of their current dues plus a reinstatement fee as determined by Board policy.

ARTICLE XV: ETHICS

Section 1: Conduct

If the conduct of any Society member shall appear to any Society member, as reported to the Board in writing, to be in willful violation of the Bylaws; any rule, regulation, or condition promulgated by the Society; standing rules of the Society or the AARC; or prejudicial to the Society's interests, such conduct will be referred to the AARC Judicial Committee for adjudication.

ARTICLE XVI: PARLIAMENTARY PROCEDURE

The rules contained in the most current edition of Robert's Rules of Order shall govern whenever they are not in conflict with the Articles of Incorporation, Bylaws, Standing Rules, or other rule, regulations, or policies of the Society or the AARC.

ARTICLE XVII: AMENDMENTS

Proposed amendments to these Bylaws may be originated by the Bylaws Committee or submitted to the Bylaws committee only by the Board of Directors or a Chartered Chapter. The Committee shall review the amendments proposed by any of the foregoing and shall submit their recommendations to the proponent.

Upon receipt of such recommendations, the proponent may, but shall not be obligated to, withdraw the proposed amendments from further consideration. Any proposed amendments which are not withdrawn by the proponent and any proposed amendments which are originated by the Bylaws Committee shall be delivered to the Board of Directors, with the committee's recommendations for same, at least sixty (60) calendar days prior to the meeting in which they are to be reviewed.

These Bylaws may be amended by an affirmative majority vote of a quorum of the Board at such meeting. The amendment then must be submitted (in publication form) to the membership for comments and input within forty-five (45) days of that meeting in which the first affirmative vote was taken.

At the next regularly scheduled meeting of the Board the amendment will receive a second reading and vote. If the amendment receives an affirmative vote of two-thirds (2/3) of the Board present at such a meeting, then it shall be adopted.

ARTICLE XVIII: BYLAWS INTERPRETATION

All interpretation questions regarding the Bylaws shall be referred to a Bylaws Interpretation Committee. This committee shall be comprised of the Executive Committee, Delegate, Alternate Delegate, and Medical Advisor. The Society's Board may refer a Bylaws interpretation matter to the committee by a two-thirds (2/3) affirmative vote. The decision of the Bylaws Interpretation Committee shall be final.

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