BYLAWS OF THE KENTUCKY SOCIETY OF THE
AMERICAN ASSOCIATION FOR RESPIRATORY CARE
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This organization shall be known as the Kentucky Society for Respiratory Care, Inc., hereinafter referred to as the society, a chartered affiliate of the American Association for Respiratory Care, hereinafter referred to as the AARC. The AARC 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 Commonwealth of Kentucky.
Section 1. Purpose:
a. To encourage and develop, on a regional basis, educational programs for those persons interested in the field of respiratory care;
b. 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;
c. To foster cooperation between respiratory care personnel and the medical profession, hospitals, service companies, industry, and other agencies within the state interested in respiratory care; except that this society shall not commit any act which shall constitutes unauthorized practice of medicine.
d. To educate the general public on 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 corporation perform particular services for individual members thereof.
b. Distribution of the 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 foregoing purposes if at the time of distribution the payees or distributees are exempt from income taxation under the appropriate provisions of the Internal Revenue Code.
Section 1. Classification:
a. Active Member
An individual who meets the requirements set forth by the AARC bylaws and has paid the current dues assessment set by the AARC before the delinquent date, is eligible to be an active member. An active member in good standing shall be entitled to have all the rights and privileges of this society including: the rights to hold office, hold committee chairs, and vote.
b. Associate Member
An individual is eligible to be an associate member if the individual meets the requirements set forth by the AARC bylaws and has paid the current dues assessment set by the AARC before the delinquent date. Associate members shall have all the rights and privileges of the society except the right to vote, and hold office, or chair any standing committee. There shall be the following sub-classes of Associate Membership:
1. Student Member
An individual is eligible to be a student member if the individual meets the requirements set forth by the AARC bylaws and has paid the current dues assessment set by the AARC. Student Members shall have all the rights and privileges of the society except the rights to vote, hold office.
2. Physician Member
An individual is eligible to be a Physician member if the individual meets the requirements set for the by the AARC bylaws and has paid the current dues assessment set by the AARC. The Physician member shall have the same rights and privileges as set forth in the AARC bylaws.
3. Industrial Member
An individual is eligible to be an Industrial Member if the individual meets the requirements set forth by the AARC bylaws and has paid the current dues assessment set by the AARC. The Industrial member shall have the same rights and privileges as set forth in the AARC bylaws.
c. Special Members
1. Life Member
The KSRC will recognize any Life Member when so designated by the AARC Board of Directors. Such a member shall have all the rights and privileges as designated by the AARC.
2. Honorary Member
The KSRC will recognize any Honorary Member when so designated by the AARC Board of Directors. Such a member shall have all the rights and privileges as designated by the AARC.
3. General Member
An individual is eligible to be a General Member if the individual meets the requirements set forth in the AARC bylaws and has paid the current dues assessment set by the AARC. The General Member shall have the same rights and privileges as set forth in the AARC bylaws.
Section 2. Eligibility:
An individual is eligible to be a member of this society if the individual is a member of the AARC as specified in the AARC bylaws.
Officers and Representatives
Section 1. Officers:
The officers of the society shall be a President, a President-elect (who automatically accedes to the presidency when the President’s term ends), a Vice-president, a Secretary, A Treasurer and an Immediate Past-president. These officers shall have voice and vote at all meetings of the governing bodies.
Section 2. District Representation/Student Representative:
Each district shall be represented on the Board of Directors by a Senior district Representative, serving a second year as District Representative and a Junior District Representative, serving a first year as District Representative. All students will be represented on the BOD by a Student Representative.
Section 3. Delegation:
The KSRC shall be represented to the AARC House of Delegates by a Delegation, which shall consist of two delegates, who shall be members of the KSRC Board of Directors with both voice and vote.
Section 4. Term of Office
a. The term of office for society officers shall be for two (2) years. The term shall begin January 1 following the annual business meeting at which their election was announced. The President and President-elect shall not serve more than one (1) consecutive term in the same office. The Vice-president, Secretary, and Treasurer shall not serve more than three (3) consecutive terms in the same office. The President-elect shall serve in four (4) consecutive years, one year as President-elect, two (2) years as President and one year as Immediate Past President before serving in another elected office.
b. The term of office for Junior District Representative shall begin January 1 following the annual business meeting at which his/her election is announced and shall be for two (2) years. The Junior District Representative shall accede to the office of Senior District Representative.
c. The term of office for Senior District Representative shall begin January 1 following the annual business meeting and shall be for two (2) years.
d. The Term of office for the Delegation shall be as described in Article IX.
Section 5. Vacancies in Office:
a. In the event of a vacancy in the office of President in his first year, the Past-President shall become President to serve the un-expired term and shall serve the successive term as Past President.
b. In the event of a vacancy in the office of President in his second year, the President-Elect shall become President to serve the unexpired term and shall serve the successive term as President.
c. In the event of a vacancy in the office of President-elect, the Vice-president shall assume the duties, but not the office, until the position is filled by election. A special meeting of the Board of Directors shall be called to declare a special society election to fill the President-elect position. In the event the election is not completed by January 1, the President shall remain as President of the society until the election is finalized, in addition to fulfilling the Immediate Past president’s position.
d. In the event of a vacancy in the office of Senior Delegate, the most recently elected member of the delegation shall accede to the position of Senior Delegate for the remainder of the original term and then serve his/her own full term as Senior Delegate.
The Society’s President shall fulfill the duties of the most recently elected member of the Delegation excluding chairing the Nominations/Elections Committee, until a new Delegate can be selected, or until the next regularly scheduled election of a delegate. If more than eight (8) months remain until the next regularly scheduled election of a new Delegate, a replacement Delegate shall be selected by the active and life membership by special election. The newly elected Delegate thus selected shall serve only until the next regular election of a Delegate.
e. Vacancies in all other officer positions shall be filled by appointment of the Board of Directors to serve the remainder of that term.
f. In the event of a vacancy in the office of Senior District Representative, the Junior District Representative shall become acting Senior District Representative to serve the un-expired term and shall serve the successive term as Senior District Representative.
g. In the event of a vacancy in the office of Junior District Representative, the Senior District Representative shall remain as Senior District Representative and shall remain in office until the next regular election is finalized. If the Senior District Representative does not agree to remain in office, then the Board of Directors shall appoint a Junior District Representative.
Section 6. Duties of Officers:
a. President – The President shall be the chief executive officer of the society. The President 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 fifteen (15) days prior to such meeting; appoint standing and special committees subject to the approval of the Board of Directors; be an ex-officio member of all committees except the Nominations/Elections Committee; and present to the Board of Directors membership an annual report of the society's activities. In the event of a vacancy in the office of Delegate, the President shall assume the duties, excluding chairing the Nominations/Elections Committees, of the most recently elected member of the Delegation as detailed in Article IX, Section 3, of these bylaws.
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; and shall perform such other duties as shall be assigned by the President or the Board of Directors. The President-elect shall serve as an ex-officio member of all committees, except the Nominations/Elections Committees when in the role of Acting President.
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. The Vice-president shall perform other duties as assigned by the President or Board of Directors.
d. Treasurer – The Treasurer shall have charge of all funds and securities of the society; endorsing checks, notes, or other orders for payment of bills, disbursing funds as authorized by the Board of Director in accordance with the adopted budget; and depositing funds as the Board of Directors may designate. The Treasurer shall see that full and accurate accounts are kept, and submit a written financial report to each meeting of the Board of Directors. At the expense of the society, the Treasurer shall be bonded in an amount determined by the Board of Directors. The Treasurer shall comply with all state regulations required by Articles of Incorporation. The Treasurer shall oversee the preparation of an external annual audit of the Society’s finances and shall, annually, file all applicable, Federal, State and Local income tax returns.
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 bodies and other business of the society to the executive office of the AARC within thirty (30) 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 Board of Directors.
f. Immediate Past-President – The Immediate Past-President’s specific duties include serving as a resource person for the President; and other duties as assigned by the President or the Board of Directors.
Section 1. Nominations/Election Committee:
The Board of Directors shall appoint a Nominations/Elections Committee chairperson each year at its annual business meeting.
a. It shall be the duty of the committee to prepare a slate of nominees for the next year’s election.
b. Nominations shall open not later than February 1st, and shall remain open at least twenty-five (25) days, and not more than ninety (90) days.
c. The Chairperson of the committee shall report the slate of nominees to the board of directors for ratification not later than May 31.
d. No member of the Nominations/Elections Committee shall be a candidate for an elected office.
Section 2. Nominations
a. The Nominations/Elections Committee shall determine the eligibility of all nominees
b. The Nominations/Elections Committee shall place in nomination the names of two (2) or more active or life members for the offices of President-elect, Vice-president, Secretary, and Treasurer. The committee shall also place in nomination the names of two (2) or more active or life members for Junior District Representative who are members of that specific district.
Every two (2) years, the Nominations/Elections Committee shall place in nomination the names of two (2) or more active or life members for the Delegation. The Nominations/Elections committee shall make every reasonable effort to assure at least two (2) nominees for each of the above described offices. If, however, the nominations committee is unable to assemble a ballot with at least two (2) candidates for each office, the Board of Directors may authorize publication of a ballot with less than two (2) candidates for any of the above described offices. In the event an office has no qualified candidates who accept the nomination, the board may reopen nominations for that office only for a period of 15 calendar days, with notification of this fact being carried out by activation of the appropriate portions of the rapid communication network.
Except for the office of President-elect, if at the end of this period, no qualified candidates have accepted the nomination for the office, the Board of Directors shall appoint an individual to fulfill the duties of that office until the next regular election.
c. The Nominations/Elections Committee shall prepare a pertinent biographical sketch of each nominee’s professional services and activities to the society or district, which shall be part of the ballot.
d. On written petition of five (5) percent of the voting membership filed with any officer of the society, not later than May 31, any other eligible member of members may be nominated. If a nominating petition is so filed, such further nominations shall be placed on the ballot, providing eligibility requirements are fulfilled.
Section 3. Ballot:
The nominations/Elections Committee must present the slate to the Board of Directors for approval and the candidate biographical sketches to the Nominations/Elections Committee not later than June 30. The Nominations/Elections Committee shall prepare the ballots, with provisions for write in votes for each position to be filled. The deadline date and time for return of the ballots shall be clearly indicated on the ballot.
a. The ballots for officers, district representative, and the Delegation (in applicable years) shall be distributed to all voting members active or life AARC members in good standing of the society not later than 90 days prior to the annual business meeting, and in such a manner as to assure the secrecy and authenticity of each ballot. For a returned ballot to be deemed valid, it must be postmarked or electronically date stamped no later than sixty (60) days prior to the annual business meeting. The Committee shall be responsible for receiving the ballots and tallying the votes no sooner than fifteen (15) days prior to the Annual business Meeting. The results of the election shall be announced by the committee chairperson at the annual business meeting, the Board of Directors shall consider and approve the results, and the presiding officer shall declare the results of the election.
In the event the Board of Directors does not approve the results of the election, the presiding officer shall declare the results of the election invalid. In such a case, the election process shall be repeated. In the event the election process is repeated, those persons in elected positions shall remain in their elected positions until the results of the new election have been declared valid and those elected have been installed.
b. The ballots for special society election shall be distributed to all voting members active or life AARC members of the society in good standing within ten (10) working days after the call for a special election. For the ballot to be deemed valid, it must be postmarked no later than the date specified on the special election ballot. The results of the election shall be announced at the next Board of Directors meeting.
Section 4. Vote:
Except in cases of bylaws amendments, the elections shall be by plurality of the votes cast. Lot shall decide a tie vote.
Board of Directors
Section 1. Composition and Powers:
a. The executive government of this society shall be vested in a board of active or life members consisting of the Immediate Past-President, President, President-elect, Vice-president, Secretary, Treasurer, Delegation and Senor District Representatives, all of whom shall have a voice and vote. Other members of the board who have voice but not vote are the Junior District Representatives (except in the absence of the Senior District Representative), and the Medical Advisor(s), Student Representative and the Industrial Representative(s).
b. The President shall be the chairperson and presiding officer of the Board of Directors and the executive committee. The President shall invite such individuals to the meetings of the Board, as the President shall deem necessary, with the privilege of voice, but not vote.
c. If any member of the board is charged as being negligent in performing the duties of that office or in exhibiting any conduct deemed prejudicial to the society, the member’s name shall be given to the Judicial Committee for investigation and recommendation before the next board meeting. Based on the Judicial Committee’s findings, the position may be declared vacant by a 2/3’s vote of all the Board of Directors present.
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. Determine remuneration, stipends, and the amount of any membership fees for the following year, and other related matters, after consideration of the budget.
Section 3. Meetings:
a. The Board of Directors shall meet during the annual state educational meeting prior to the annual business meeting of the society, and shall hold not fewer than three (3) regular and separate additional meetings during the calendar year.
b. Business meetings shall be for the purpose of receiving reports and other business brought by or to the President.
c. Special meetings of the Board of Directors shall be called by the President at such times as th3e business of the society shall require, or upon written request of five percent (5%) of the voting membership of the society, filed with the President or Secretary of the society. Special meetings of the Board of Directors shall only deal with a specific written agenda as filled with the written request.
d. A majority of the voting Board of Directors shall constitute a quorum at any meeting of the Board.
Section 4. Phone/Electronic Vote:
The presiding officer shall have the authority to conduct a phone/electronic vote of the board between Board of Directors’ meetings. The outcome of the vote must be entered into the minutes of the next Board of Director’s meeting.
Section 5. Mail Vote:
a. The Board of Directors determines necessity of a mail vote of the membership on any issue, except bylaws amendments.
b. The Board of Directors shall instruct the Nominations/Elections Committee to conduct the mail vote.
c. Except for bylaws amendments, decision of the question shall be by the majority of those votes received by the stated deadline for return. The stated deadline for return shall not be sooner than thirty (30) days from the mailing date.
d. Decision of bylaws amendments shall be by two-thirds (2/3) majority of the valid votes received by the stated deadline for return. The stated deadline for return shall not be sooner than thirty (30) days from the mailing date.
Section 6. Multiple Office.
No officer, District Representative, or Delegate shall hold more than one (1) elected position, within the society, simultaneously.
Annual Business Meeting
Section 1. Date and Place:
The society shall hold the annual business meeting in conjunction with and as a part of the agenda of the annual state educational meeting, which shall be held in the third or fourth quarter. The time and place of the annual business meeting shall be decided and announced in advance by the Board of Directors.
Section 2. Purpose:
The annual business meeting shall be for the purpose of receiving reports of officers and committees, announcing the results of elections, and conducting other business brought by or to the President. Additionally, the President-elect shall announce committee chairpersons and committee charges for the coming year, announce the tentative dates and locations of the coming year’s Board of Directors’ meetings and the tentative date, place and time of the coming year’s annual business meeting.
Section 3. Notification:
Written notice of the time and 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 meeting.
Society Delegates to the AARC House of Delegates
Section 1. Election:
The Delegation shall be elected by the voting membership of active or life AARC members of the society not fewer than ninety (90) days prior to the annual business meeting of the AARC at which they will represent the KSRC.
Section 2. Term of Office:
The most recently elected member to the Delegation shall serve a two (2) year term and automatically accedes to the office of Senior Delegate for a two (2) year term.
Section 3. Duties:
The duties of the delegation shall be the same as specified by AARC bylaws.
Section 1. Standing Committees:
The following are Standing Committees of the KSRC;
a) Budget and Audit
c) District Affairs
e) Governmental Affairs
g) Long Range Planning
h) Membership/Public Relations
Except for the Nominations/Elections, Bylaws and Budget and Audit Committees, the President shall appoint the chairperson to serve for a term of one (1) year.
Section 2. Committee Chairperson’s Duties:
a. Except those committees in which membership is defined, committee chairpersons shall appoint committee members. When possible, the chairperson of the previous year shall serve as a member of the new committee.
b. The chairperson of each committee shall confer promptly with the members of that committee on work assignments.
c. All Standing Committee reports shall be made in writing and submitted to the President and the Secretary of the society.
d. Non-members or physician members may be appointed as consultant to committees. The President shall request recommendations for such appointments from the Medical Advisor.
e. Each committee chairperson requiring operating expenses shall submit a budget for the next fiscal year to the President.
Section 3. Duties of Committees:
a. Budget and Audit
This committee shall be composed of the executive committee and shall submit an annual budget for approval by the board at the first meeting of the new board of directors. This committee shall also be responsible for receiving and reviewing annual audits of KSRC finances as prepared by an external auditor and overseen by the Treasurer.
1. Annually, the Board of Directors shall appoint a member for a three (3) year term. The chairperson of this committee, of at least three (3), shall be the board appointed member serving his/her third year on the committee.
2. At least one (1) member of the committee must be a past-president. The committee shall receive and prepare all amendments to the bylaws for submission to the Board of Directors. The committee may also initiate such amendments for submission to the Board of Directors.
c. District Affairs
This committee shall consist of at least one (1) member for each district. The committee shall receive applications for the districts and report its findings to the Board of Directors. It shall review the minutes of all district meetings and advise the District Representative and Secretaries of any irregularities or other recommendations, and send copies of all pertinent information to the President and Secretary of the society.
This committee shall be responsible for providing educational opportunities for membership. The Medical Advisor(s) or designee shall be a consultant member of this committee.
e. Governmental Affairs
This committee shall be responsible for keeping current on governmental actions affecting the practice of respiratory care. In addition, this committee shall keep the membership informed of any regulatory changes affecting the practice of respiratory care.
This committee shall consist of members from the board of directors or previous society officers. Via due process, this committee shall review formal, written complaints against any individual society member charged with any violation of the society bylaws, or Articles of Incorporation, or with any conduct deemed detrimental to the society or AARC. If the person is a member of the KSRC by virtue of membership in the AARC, such a member shall be reported to the judicial Committee of the AARC for consideration. Complaints or inquires may be referred to this committee by the Judicial Committee of the AARC.
g. Long Range Planning
This committee shall be responsible for updating the long-range plan and submitting its recommendations to the board of directors annually, and perform other services as directed by the President and Board of Directors.
h. Membership/Public Relations:
This committee shall consist of the society’s Delegation and at least one (1) other member of the Board of Directors. The committee shall receive, process, and distribute membership lists,; report to the Membership Committee of the AARC on all membership drives, activities, etc., and perform other services ass directed by the President and Board of Directors. This 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 the society.
This committee shall be responsible for conducting the nominations and elections of President-elect, Vice-president, Secretary, Treasurer, and Delegates as outlined in Article VI.
This committee shall publish a society newsletter and other publications of this society.
Section 4. Special Committees and Other Appointments:
a. Special Committees may be appointed by the President, subject to the approval of the Board of Directors.
b. Representatives of the society to such external organizations as may be required shall be appointed by the President with the approval of the Board of Directors. The term of appointment shall be for one (1) year or as designated by the external organization.
Section 5. Executive Committee:
The Executive Committee of the Board of Directors shall consist of the Immediate Past-President, President, President-elect, Vice-president, Delegate(s), Secretary and Treasurer. The Medical Advisor shall act as a consultant for the committee. 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 by the board at its next meeting. The executive Committee shall also function as the Budget and Audit Committee.
Section 1. District Boundaries
This society shall be subdivided into geographic districts as deemed appropriate by the Board of Directors.
Section 2. District Representative
a. The Senior Representative of each District shall be a voting member of the society’s Board of Directors. In the absence of the Senior District Representative, the Junior Representative may cast the District’s vote.
b. The voting members of this society working in a specific district may elect other positions in that district as circumstances may require.
Section 3. Activities:
Each district shall be encouraged to expand the membership of the district and to develop educational activities and such other activities as is consistent with the Articles of Incorporation and these bylaws.
Section 4. Responsibilities of the Senior District Representative:
a. Represent the district form which elected
b. Submit a written report at least fifteen (15) days prior to each Board of Directors meeting, relating to the activities in their district.
c. Conduct at least two (2) district meetings per year.
d. Report in writing to the Program committee chairperson all educationally related activities prior to their occurrence.
e. Submit notifications of any district meetings shall be submitted to the society President and District Affairs chairperson at least fourteen (14) days prior to such meeting.
Section 5. District Admission Requirements:
a. Ten (10) or more active or life members of the society meeting the requirements for affiliation may become a District of the society upon approval of the District Affairs Committee, subject to ratification by the Board of Directors of the society.
b. The formal applications shall be sent to the society’s office and shall consist of the names of the elected Senior and Junior District Representatives, membership, presider of the organizational meeting, and a letter from the proposed Medical Advisor accepting the duties of the Medical Advisor.
Section 6. District Dissolution:
a. If the number of active members in an existing district falls below ten (10), for a period of six months, the KSRC President shall appoint a special representative to that District whose purpose shall to be assist the District Representatives (Senior and Junior) in rebuilding the active member base of the district. If the active member total remains below ten (10) for one (1) additional year, the district shall be declared dissolved, the geographic area shall be reassigned to other district(s) of the KSRC, and the District representative positions for that district shall be discontinued.
b. If a district is unable to yield at least one (1) qualified candidate (who will accept the nomination) for Junior district representative for two (2) consecutive regular elections, the district shall be declared dissolved, the geographic area shall be reassigned to other district(s) of the KSRC and the district representative positions for that district shall be discontinued.
c. Except within 24 months of dissolution, any district dissolved by the procedure described in either a/b above may petition for re-instatement as a district if it again can meet the requirements described in Article XI, Section.(5).
Society Medical Advisor(s)
The society shall have at least one (1) Medical Advisor who shall conform to the AARC bylaws. Each district shall have at least one (1) Medical Advisor.
The fiscal year of this society shall be from January 1 through December 31.
All members of the KSRC shall conduct themselves in accordance with the Article of Incorporation, bylaws, standing rules, code of ethics, or other regulations, policies or procedures adopted by the AARC and KSRC. If any member appears to have violated any of the above references or appears to be prejudicial to the Association’s or Society’s interests, such member shall be reported to the Judicial Committees of the AARC and KSRC for consideration.
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 Kentucky Society voting members, by a two-thirds (2/3) majority of those voting, providing that the amendment has been presented to the membership in writing at least ninety (90) days prior to the vote. All proposed amendments must be approved by the AARC prior to being sent to the KSRC membership for vote. These bylaws may be changed throughout the body of the document to reflect name changes by named organizations, i.e. AART to AARC, without vote by the KSRC membership or submission to the AARC. Further, the name of this Society may be changed throughout the body of these bylaws without vote from the membership or approval of the AARC if the name change is mandated by the AARC, i.e. KSRT to KSRC.
KSRC Board of Directors 10/97, Revised and Approved May 17, 2011
AARC Board of Directors 1996, Approved September 1, 2011
KSRC Membership 1997, Final Approval September 16, 2011
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