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This
organization shall be known as the Rhode Island Society for Respiratory Care, a
chartered affiliate of the American Association for Respiratory Care,
hereinafter referred to as the AARC, which is incorporated under the General
Not For Profit Corporation Act of the State of Illinois.
The
area included within the boundaries of this society shall be the boundaries of
the state of Rhode Island.
Section 1. Purpose
a. To encourage and develop on a state and regional basis
educational programs for those persons interested in the field of Respiratory
Care.
b. To advance the science, technology, ethics, and the art
of respiratory care through state and regional institutes, meetings, lectures,
and the preparation and distribution of a newsletter and other materials.
c. To facilitate cooperation between respiratory therapy
personnel and the medical profession, hospital, service companies, industry,
and other agencies within the region interested in respiratory care.
d. To provide education to the general public in pulmonary
health precaution and disease prevention.
Section 2. Intent
a. No part of all monies of the society shall inure to the
benefit of any private member or individual, nor shall the corporation perform
particular services for individual members thereof unless provided for in these
bylaws.
b. Distribution of the funds, income, and property of the
society shall be made to charitable, educational, scientific, or religious
corporation, organization, community chests, foundations or other kindred
institutions maintained and created for one or more of the foregoing purposes
if at time of distribution, the payees or distributees are exempt from income
taxation, and if gifts or transfers fyi the payees or distributees are then
exempt from taxation under the provision s of Sections 501, 2055, and 2522 of
the Internal Revenue Code or any later or other sections of the Internal
Revenue Code which amend or supersede the said sections.
Section 1. Classes
The
membership of this society shall include three (3) classes; active member,
associate member (including students), and special member.
Section 2. Eligibility
An
individual is eligible to be a member of this society if he/she meets the
prerequisites as specified in Article III, Section 2, 3 and 4 of the AARC
Bylaws, and his/her place of employment or residency is within the defined
boundaries of this society.
Section 3. Classifications
The
classifications and limitations of membership shall be defined in Article III,
Sections 2, 3 and 4 of the AARC Bylaws.
Section 4. Membership
Application
for membership in this society shall follow the procedures specified in Article
III, Section 6 of the AARC Bylaws.
Section 5. Annual
Registration
Each
society member must annual reassess his/her qualifications for membership by
payment of dues to the AARC in accordance with Article III, Section 8 of the
AARC Bylaws.
Section 1. Officers
The
officers of this society shall be: President, Immediate Past-President,
President-Elect, Secretary, and Treasurer.
Section2. Other Voting
Members of the Board
a. There shall be two (2) Directors.
b. The delegate to the AARC shall be a voting member
of
the board.
Section3. Term of Office
a. The term of office for the President-Elect shall be one
(1) year. The person holding the office will accede to the office of President
after completion of his/her term as President-Elect. The term shall begin at
the start of the fiscal year following an election. The President- Elect shall
not serve more than one (1) consecutive term in the same office.
b. The term of office for the President shall be for (1)
year. The person holding this office will assume the office of Immediate
Past-President after completion of his/her term as President. The term shall
begin at the start of the fiscal year following an election. The President
shall not serve more than one (1) consecutive term in the same office.
c. The term of Immediate Past-President shall be for one
(1) year. The term shall begin at the start of the fiscal year following an
election. The Immediate PastPresident may be elected to another vacant office
on the board after serving his/her term.
d. The term of office for Secretary shall be for (1) year.
The
term shall begin at the start of the fiscal year following an election. This
position may be re-elected for two (2) consecutive terms.
e. The term of office for Treasurer shall be for two (2)
years. The term shall begin at the start of the fiscal year following an election.
This position shall not serve for more than two (2) consecutive terms.
f. The term of office for Directors shall be for two (2)
years. The term shall begin at the start of the fiscal year following an
election. This position shall not serve for more than two (2) consecutive
terms.
g. The term of office for Delegate shall be for four (4)
years. The first of two (2) years shall be served as Alternate Delegate; the
final two (2) years shall be served as Delegate.
Section 4. Vacancies of
Office
a. In the event of a vacancy in the office of President,
the President-Elect shall become acting President to serve the unexpired term
and shall serve his/her own, the successive term, as President.
b. In the event of a vacancy in the office of PresidentElect,
the Immediate Past-President shall assume the duties, but not the office, of
President-Elect as well as his/her own until the next Board of Directors
meeting, at which time the board shall fill the vacancy by approval of the
qualified individual by a 2/3 majority vote.
c. An appointed President-Elect shall serve the unexpired
term and automatically accede to the Presidency.
d. Any vacancy in the office of Secretary or Treasurer
shall be filled by the appointment of a qualified individual by the Board of
Directors with a 2/3 majority vote. The appointed individual will serve the
unexpired term.
e. Any vacancy in the office of Director shall be filled by
appointment by the President with a 2/3 majority vote of the Board of
Directors. The appointed individual shall serve the unexpired term only.
f. If the Delegate's office becomes vacant for any reason,
the Alternate Delegate will assume the office and duties of the Delegate's
unexpired term. This person shall complete his/her own successive term as
Delegate.
g. If the Alternate Delegate's office becomes open for any
reason, the Board of Directors may appoint a qualified member to fill the
vacancy by a 2/3 majority vote. This person will serve the unexpired term and
will complete the successive terms as Delegate.
Section 5. Duties of Officers
a. President
The
President shall be the chief executive officer of the society. He/She 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 VIII 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 ten (10) days prior to such a meeting; appoint standing and
special committees subject to approval of the Board of Directors; be an
exofficio member of all committees except Elections and Nominations committees;
present to the Board of Directors and membership an annual report of the
Society's activities.
b. President-Elect
The
President-Elect shall become acting President and shall assume the duties of
the President in the event of the President's absence, resignation, or
disability; he/she shall perform such other duties as shall be assigned by the
President or Board of Directors. While serving the term of President-Elect,
this person shall set up goals and objectives for his/her term as President.
c. 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,
depositing funds as the Board of Directors may designate. He/she shall see that
full, accurate accounts ar kept, make a written quarterly financial report to
the Board of Directors, and a complete written yearly report at the Spring
meeting of the Board of Directors. At the expense of the Society, he/she shall
be bonded in an amount determined by the Board of Directors.
d. Secretary
The
Secretary shall have charge of keeping the minutes of the Board of Directors'
meetings, regular business meetings, and the annual business 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; executing the general
correspondence; and in general, performing all duties as from time-to-time
shall be assigned by the President or the Board of Directors.
e. Immediate Past-President
The
Immediate Past-President shall advise and consult with the President and shall
perform such other duties as shall be assigned by the President or the Board of
Directors.
f. Voting Members of the Board
Directors
- The Director shall perform such duties
as assigned by the President or the Board of Directors. This person must serve
on committees as assigned by the President.
Delegate - The duties of the Delegate shall be specified by the
bylaws of the AARC. The Delegate shall serve on committees of the state society
as appointed by the President with approval of the Board of Directors. The
Delegate shall be a voting member of the Board of Directors.
Section 1. Nominations
Committee
The
President shall appoint a Nominations Committee and appoint a Chairman for the
purpose of preparing a ballot; this must be done at least ninety (90) days
before the annual business meeting. The committee shall report back to the
Board of Directors at least sixty (60) days before the date of the annual
business meeting.
Section 2. Ballot
a. The completed ballot shall be mailed to all eligible
voting "active" members at least thirty (30) days prior to the annual
business meeting.
b. The vote shall be conducted by mail, secret ballot shall
be designed, listing the nominees and providing space for write-in votes for
each office. Ballots, to be acceptable, must be postmarked at least 5 days
before the annual business meeting. The deadline date shall be clearly
indicated on the ballot.
Section 3. Election Committee
The
President shall appoint an impartial Election Committee which shall check the
eligibility of each ballot and tally the votes prior to the annual business
meeting. The Election Committee Chairman shall announce the results at the
annual business meeting.
Section 1. Composition and
Powers
a. The executive government of this society shall be vested
in the board of eight (8) active members consisting of the President,
President-Elect, Secretary, Treasurer, Immediate Past President, two (2)
Directors, and the Delegate to the AARC.
b. The President shall be Chairman and presiding officer of
the Board of Directors and the Executive Committee. He/She shall have the
authority of extending written invitations to board meetings to any
individual(s) whose presence may have an influence on board decisions. The
Executive Committee of the Board of Directors shall consist of the President,
President-Elect, Immediate Past President, Secretary, and Treasurer. They shall
have the power to act for the Board of Directors between meetings of the Board
of Directors and such action shall be subject to ratification by the Board at
its next meeting.
c. The Board of Directors shall have the power to declare
an office vacant by 2/3 vote, upon the refusal or neglect of any member of the
Board to perform the duties of that office; for any conduct deemed prejudicial to
the society; or upon failure to attend two Board of Directors meetings without
proper notification. (All absences from board meetings must be with the excused
permission of the society President). Written notification shall be given to
the officer or Director that the position has been declared vacant.
Section 2. Duties
a. Supervise all business and activities of the society
within the limitations of these bylaws.
b. Adopt and rescind standing rules of the society.
c. Approve all budgetary items.
d. Require quarterly reports from all standing committees.
Section 3. Meetings
a. The Board of Directors shall meet at least on a
quarterly basis. The dates of the meetings will be made known to the members of
the board at least ten (10) days in advance through written notification.
b. Special meetings of the Board of Directors shall be
called by the President at such times as the business of the society shall
require or upon written request of two (2) members of the society.
c. A majority of the Board of Directors shall constitute a
quorum at any meeting of the board.
Section 4. Mail Vote
Whenever,
in the judgment of the Board of Directors, it is necessary to present any
business to the membership prior to the next regular or annual business meeting,
the Board of Directors may, unless otherwise required by these bylaws, instruct
the Elections Committee to conduct a vote of the membership by mail. The
question thus presented shall be determined according to a majority of the
valid votes received by mail within thirty (30) days after the date of such
submission, except in the case of a constitutional amendment or change in the
bylaws when a 2/3 majority of the valid votes received is required. Any and all
action approved by the members in accordance with the requirements of this
article shall be binding upon each member thereof. Any amendment(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 XVII of these bylaws.
Section 1. Date and Place
a. The society shall hold an annual business meeting within
sixty (60) days of the close of each calendar year; additional business meetings
may be held as required to fulfill the objectives of the society.
b. The date and place of the annual business meeting shall
be decided by the Board of Directors.
Section 2. Purpose
a. The annual business meeting shall be for the purpose of presenting
reports to the general membership, officially announcing election results, and
other business brought by the President.
b. Additional business meetings shall be for the purpose of
receiving reports and for other business brought by the President.
Section 3. Notification
a. 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.
b. 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 1.
a. Only voting members of the association shall be eligible
to be a Delegate or Alternate. No person may serve more than four (4)
consecutive years in the House of Delegates, either as Delegate, Alternate or a
combination of both.
b. The voting members of the society shall have the power
to declare the office of Delegate and/or Alternate vacant by a 2/3 vote, upon
refusal or neglect of the Delegate and/or Alternate to perform the duties of
office or for any other conduct deemed prejudicial to the society or the
association. Written notice shall be given to the Delegate and/or Alternate and
the Chartered Affiliates Committee that the office has been declared vacant.
c. The Delegate shall be a voting member of the society's
Board of Directors.
Section 1. Standing
Committees
The members
of the following Standing Committees except Budget and Audit, and Long-Range
Planning shall be appointed by the President, subject to the approval of the
Board of Directors, to serve for a term of one (1) year (except Article VI,
Section 1 of the bylaws):
a. Membership h. Bylaws
b. Budget & Audit i. Public Relations
c. Elections j. Publications
d. Judicial k. Legislative Action
e. Executive l. Long-Range Planning
f. Nomination m. Fundraising
g. Program & Education
Section 2. Special Committees and Other Appointments
Special committees may be appointed by the President.
Section 3. Committee Chairperson's Duties
a. The President
shall appoint the "chair" of each committee.
b. 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 a new committee.
c. The
"chair" of each committee shall confer promptly with the members of his/her
committee on work assignments.
d. Non-members or
physician members may be appointed as consultants to the committees. The
President shall request recommendations for such appointments from the medical
advisor(s).
e. Each committee
chair requiring operating expenses shall submit a budget for the next fiscal
year to the Budget and Audit Committee.
f. 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.
Section 1. Membership
a. This committee
shall consist of not less than three (3) members, one of the members being the
society Delegate or Alternate.
b. This committee
shall assist in evaluation the background and experience of applicants for
membership in the AARC as directed by the society President.
c. This committee
shall be responsible for the recruitment of new members into the AARC and work
closely with the new practitioners network of the AARC.
d. All committee
members will serve a one-year (1) term.
Section 2. Budget and Audit Committee
a. This committee
shall consist of the Executive Committee and non-board members.
b. This committee shall
propose an annual budget for approval by the Board of Directors. The proposed
budget shall then be submitted to the membership at least thirty (30) days
prior to the annual business meeting. The budget shall then be ratified by the
membership at the annual business meeting.
c. The Audit
Committee must ensure that an internal and external audit or review is
completed by the annual business meeting. Both these reports are to be
submitted to the Board of Directors for vote of approval at the annual business
meeting, and the Board of Directors shall react with a vote of approval or
investigate discrepancies found by the audits or review.
Section 3. Elections Committee
a. This committee
shall prepare, receive, verify, and count ballots for all elections held during
the calendar year.
b. The committee
shall consist of at least four (4) members.
Section 4. Judicial Committee
a. This committee
shall consist of four (4) members.
b. This 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 of the AARC. Complaints or inquiries may be
referred to the committee by the Judicial Committee of the AARC.
c. If the
committee determines that the complaint justifies an investigation, a written
copy of the charges shall be prepared for the medical advisor(s) or his
designate with benefit of legal counsel if deemed advisable. If deemed
advisable, forward this information to the AARC Judicial Committee. The
committee will comply with AARC recommendations.
Section 5. Nominations Committee
a. This committee
shall prepare for approval by the Board of Directors a slate of officers and
directors for election.
b. It shall be the
duty of this committee to make the final critical appraisal of candidates to
see that the nominations are in the best interest of the AARC and the society
through consideration of personal qualifications and geographical
representation as applicable.
Section 6. Program and Education Committee
a. This committee
shall consist of at least three (3) members and be so constructed as to provide
experienced members for program and education planning.
b. The Medical
Advisor or his designate will be a consultant member of this committee.
Section 7. Bylaws Committee
a. This committee
shall consist of at least three (3) members.
b. The committee
shall receive and prepare all amendments to the bylaws for submission to the
Board of Directors.
c. This committee
shall perform an annual review of the society bylaws as well as the AARC Bylaws
and initiate such amendments for submission to the society Board of Directors.
Section 8. Publications Committee
a. This committee
shall consist of at least three (3) members.
b. This committee
shall concern itself with the execution of a society newsletter and all other
publication of this society with the public, hospitals, and other organizations
through the dissemination of information concerning respiratory care.
Section 9. Public Relations Committee
a. This committee
shall consist of three (3) members.
b. This committee
is primarily responsible for updating the mailing list, the communication
network, advertising all activities of the society, and planning activities for
Respiratory Care Week within the state.
c. The committee
shall maintain such liaison as has been established by the Board of Directors
with other organizations whose activities may be of interest to the members of
this society. This may include the preparation of exhibits, programs, and other
items to bring the message of respiratory care and the AARC to medical,
nursing, and hospital groups as well as educational facilities where such
material can be expected to recruit new people to the field of Respiratory
Care. Such material shall be subject to the approval of the medical advisor(s).
Section 10. Long-Range Planning
a. This committee
will be composed of the Immediate PastPresident, President, and
President-Elect.
b. This committee
will develop and update yearly a set of long-range goals and objectives. (1-5
years)
c. These goals
will be reported in writing to the Board of Directors at the annual business
meeting.
Section 11. Fundraising Committee
This committee shall be primarily responsible for all
raffles, drives, and other fundraising events which may be held within the
society.
Section 12. Legislative Action Committee
This committee shall serve as liaison between the RISRC
Board of Directors and the Rhode Island Board of Respiratory Care. It shall
also maintain proactive legislative involvement at the state level concerning
issues related to cardiopulmonary care.
Section 1. Composition
The society shall have one (1) Medical Advisor. The
physician appointed to the post must have an identifiable role in clinical,
organizational, educational, or investigative cardiopulmonary care. This
position is appointed by the President and confirmed by the Board of Directors.
Section 2. Term of Office
The term of office of the Medical Advisor may be
terminated at any time by a 2/3 majority vote of the Board of Directors.
Notification of this action shall be submitted to the Medical Advisor, the
AARC, and the National Board of Medical Advisors. Any vacancy in the office of
Medical Advisor shall be filled by a 2/3 majority vote of the Board of
Directors. The appointed person will serve the unexpired term. The term is
defined as one (1) year. The Medical Advisor may serve no more than two (2)
consecutive years.
Section 3. Duties
The society Board of Directors and all of its committees
shall consult with the Medical Advisor in regard to all matters of medical
policy. The Medical Advisor shall assist the appropriate committees regarding
any educational programs and publications. The Medical Advisor may attend all
regular meetings of the Board of Directors and shall have the privilege of
voice but not vote.
The fiscal year of this society shall be from January 1
through December 31.
If the conduct of any society member shall appear by report
of the society or the AARC Judicial Committee to be in willful violation of the
bylaws or standing rules of this society or the AARC or prejudicial to this
society's interests as defined by the AARC Code of Ethics, the Board of
Directors may refer to the AARC Judicial Committee for appropriate action. The
RISRC Board of Directors must follow AARC policy and procedures as reported.
The rules contained in
Robert's Rules of Order Revised shall govern whenever they are not in conflict
with the bylaws of the society or the AARC.
These bylaws may be amended at any regular or called
meeting or by mail vote of the Rhode Island Society or the AARC by a 2/3
majority vote. All amendments must be approved by the Bylaws Committee of the
AARC and the AARC Board of Directors. After the RISRC receives written
notification of the approval from the AARC President, the revised bylaws may be
adopted.