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Montana Society for Respiratory Care
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Montana Board of Respiratory Care Bylaws
Last Revision ARTICLE I Name This Organization shall be known as the Montana Society for Respiratory Care (MSRC), hereinafter referred to as the Society, a chartered affiliate of the American Association for Respiratory Care, here in after referred to as the AARC, which is incorporated under the 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 State of Montana. ARTICLE III Object Section 1. Purpose a. To encourage, provide 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 facilitate cooperation and understanding among respiratory care personnel and the medical profession, hospitals, service companies, industry, and the public, and other agencies within the region interested in respiratory care. d. To promote and/or support public health issues, programs, and concerns dealing with the field of respiratory care. e. To educate the general public regarding the field of respiratory care. Section 2. Intent a. No part of the monies 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. b. Distribution of funds, income, and property of the Society may be made to charitable, educational, scientific, or religious corporations, organizations, community chests, foundations or other kindred institutions maintained and created for one or more of the foregoing purposes if at the time of distribution the payees or distributees are exempt from income taxation, and if gifts or transfers to the payees or distributees are then exempt from taxation under the provisions of Section 501, 2055, and 2522 of the Internal Revenue Code, or changes which amend or supersede the said sections. c. In the event of the dissolution of this Society, whether voluntary or involuntary, all of its remaining assets shall be distributed in such a manner as the Board of Directors of this Society shall by majority vote determine to be best calculated to carry out the objectives and purposes for which the Society formed. The distribution of the funds, income, and property of this Society upon dissolution may be made available to any similar 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 payee or distributees are then exempt from taxation, and if gifts or transfers to the payee or distributees are then exempt from taxation under the provisions of Section 501, 2055, and 2522 of the Internal Revenue Code or changes which amend or supersede the said sections. d. The Society shall not commit any act which shall constitute the unauthorized practice of medicine under the laws of the state of Montana. ARTICLE IV Membership Section 1. Classes The membership of this Society shall include three (3) classes: Active Member, Associate Member, and Special Member, consistent with the AARC Bylaws. Section 2. Eligibility a. An individual is eligible to be an active member of this Society if he/she is a member of the AARC as specified in the Article III of the AARC Bylaws and provided his/her place of employment is within the defined boundaries of this Society. b. An individual is eligible to be an associate or special member of this Society if he/she is a member of the AARC as specified in Article III of the AARC Bylaws. Section 3. Classifications The classifications and limitations of membership shall be defined in Article III of the AARC Bylaws. Section 4. Application for Membership a. AARC members eligible for Society membership as defined in Article IV Section 2 of these bylaws shall not be required to make separate membership application to the Society. Society membership will begin upon the Society's receipt of AARC notification of AARC membership approval. ARTICLE V Officers and Directors Section 1. Officers The Officers of the Society shall be: President, President-Elect, Immediate Past President, and Secretary/Treasurer. Section 2. Directors The Directors of the Society shall include two (2) Directors and the two (2) members of the AARC Delegation. Section 3. Term of Office a. The term of office for Secretary/Treasurer shall be for two (2) years. The term shall begin on January 1st. The Secretary/Treasurer shall not serve more than three (3) consecutive terms in the same office. b. The term of office for the President Elect shall be one year as President Elect, one year as President, and one year as Past President with each term beginning on January 1st. The President Elect, President and Past President may not serve more than (1) consecutive term in the same office. c. The term of office for Directors shall begin on January 1st and shall be for two (2) years. Directors may not succeed themselves. One (1) Director shall be elected each year. d. The term of office for the Delegation shall be four years with each member serving 2 years as the junior member and 2 years as the senior member. Section 4. Vacancies in Office a. In the event of 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 President-Elect, the Secretary/Treasurer shall assume the duties, but not the office, of President-Elect, as well as his/her own until the next meeting of the Board of Directors at which time the Board shall fill the vacancy by appointment of a qualified individual. c. Any vacancy in the office of Secretary/Treasurer, or Director shall be filled by the appointment of a qualified individual by the Board of Directors. Individuals so appointed shall serve the remainder of the unexpired term. d. A vacancy in the office of Immediate Past President may be left vacant unless the Board elects a qualified individual. e. An AARC Delegation member vacancy must be filled by special election by AARC members. 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 to the membership not fewer than thirty (30) day 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 Election and Nominations Committees; present to the Board of Directors and membership an annual report of the Society's activities; send a letter to all officers and administrators notifying them of their employee's elected position in the MSRC. 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/he shall perform such other duties as shall be assigned by the President or Board of Directors. c. Secretary/Treasurer The Secretary/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/she shall see that full accurate accounts are kept, submit monthly trial balances to the Board of Directors within twenty (20) days after the monthly closing of the books; 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. The Secretary/Treasurer shall have charge of keeping the minutes of the Board of Directors, 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 sixty (60) days following the meeting, executing the general correspondence, affixing the corporate seal on documents so requiring, and in general, performing all duties as from time to time shall be assigned by the President or the Board of Directors. d. Immediate Past President The Immediate Past President shall advise and consult with the President and shall perform such duties as shall be assigned by the President or the Board of Directors. e. AARC Delegation The Delegation shall advise the Officers of the Society on actions taken by the AARC House of Delegates, bring to the AARC House of Delegates motions by the Society, and perform such other duties as may be necessary or appropriate for the management of the Society. ARTICLE VI Nominations and Elections Section 1. Nominations Committee The Board of Directors shall elect a Nominations Committee each year before August 1 to present a slate of nominees for the following year. The Chairperson shall report the slate of nominees to the Board of Directors for approval prior to developing and mailing of the ballot. Section 2. Nominations The Nominations Committee will solicit nominations from Active AARC Members with a call for nominations made by September 1st, elections held in October and results announced in November. The Nominations Committee may place in nomination the names of one (1) or more persons for the offices of President-Elect, Secretary/Treasurer, AARC Delegation and Director. Only Active AARC Members in good standing shall be eligible for nomination. 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 a part of the ballot. Section 3. Ballot The election vote shall be by mail and the ballot shall be so designed as to be a secret mail ballot with provisions for write-in votes for each office. Ballots, to be acceptable, must be postmarked by a deadline date clearly indicated on the ballot. Section 4. Elections Committee The President shall appoint an impartial election committee which shall check the eligibility of each ballot and tally the votes at the annual business meeting. The results of the election shall be announced in the Society's publication. Those newly elected to an office are to be notified of their position by the President or Secretary/Treasurer. ARTICLE VII Board of Directors Section 1. Composition and Powers a. The Executive Government of this Society shall be vested in a Board of eight (8) active members consisting of the President, President-Elect, Immediate Past President, Secretary/Treasurer, AARC Delegation and two (2) Directors. b. The President shall be Chairman and presiding officer of the Board of Directors. He/she shall invite in writing such individuals to the meetings of the Board as he/she deem necessary with the privilege of voice but not vote. c. The Board of Directors shall have the power to declare an office vacant by a two-thirds (2/3) vote, upon refusal or neglect of any member of the Board to perform the duties of the office, or for any conduct deemed prejudicial to the Society. Written notice shall be given to the member that the office has been declared vacant. d. The Program Chairperson, Publications Chairperson, Executive Director of the American Lung Association of the Northern Rockies, and the Medical Advisor have standing invitations to attend. 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 and stipends, for the following year, and other related matters, after consideration of the budget. d. Perform such other duties as may be necessary or appropriate for the management of the Society. e. Suspend or expel members. Section 3. Meetings a. The Board of Directors shall not hold fewer than two (2) regular and separate meetings during the course of the year. One of these meetings shall occur immediately preceding or immediately following the annual business meeting of the Society. 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 four (4) members of the Board of Directors filed with the President and Secretary/Treasurer 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 except in the case of a change in the Bylaws when a two-thirds (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 amendments(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 these Bylaws concerning Amendments. ARTICLE VIII Annual Business Meeting Section 1. Date and Place a. The Society shall hold an annual business meeting in conjunction with the Annual State Convention; 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 may be decided in advance by the Board of Directors. In the event of a major emergency the Board of Directors 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 for other business brought by the President. Section 3. Notification Written notice of the time and place of the annual business meeting shall be sent to all members of the Society not fewer than sixty (60) days prior to the meeting. An agenda for the annual business meeting shall be sent to all members not fewer than thirty (30) days prior to the annual business meeting. Section 4. Quorum A majority of the voting members registered at a duly called business meeting shall constitute a quorum. ARTICLE IX Society Delegation to the AARC House of Delegates Section 1. Election The Delegation of this Society to the House of Delegates of the AARC shall be elected as specified in the AARC Bylaws. Section 2. Duties a. The duties of the Delegation shall be as specified in the Bylaws of the AARC. Section 3. Term of Office The term of office of the Delegation shall be for four (4) years, 2 as junior delegate and 2 as senior delegate. Section 4. Succession The junior member of the Delegation shall serve as such for 2 years becoming the senior member of the Delegation for the next 2 years. No person may serve more than four (4) consecutive years in the House of Delegates. Section 5. Expenses Food, lodging, and transportation for the Delegation associated with attendance at House of Delegates meetings will be paid by the Society. ARTICLE X Committees Section 1. Standing Committees The members of the following standing committees shall be appointed, as necessary, by the President, subject to the approval of the Board of Directors, to serve for a term of one (1) year, except as provided for in Article VI, section 1 of these Bylaws. a. Membership e. Nominations b. Budget and Audit f. Program and Education c. Elections g. Bylaws d. Judicial h. Publications and Public Relations Section 2. Special Committee and Other Appointments Special Committees may be appointed by the President Section 3. Committee Chairman's Duties a. The President shall appoint the chairman of each committee. b. The chairman of each committee shall confer promptly with the members of his/her committee on work assignments. c. The chairman of each committee may recommend prospective committee members to the President. When possible, the Chairman of the previous year shall serve as a member of the new committee. d. All committee reports shall be made in writing and submitted to the President and Secretary/Treasurer of the Society at least ten (10) days prior to the meeting at which the report is to be read. e. Non-members or physician members may be appointed as consultants for the committees. The President shall request recommendations regarding physician members from the Board of Medical Advisors. f. Each Committee Chairman requiring operating expenses shall submit a budget for the next fiscal year to the Budget and Audit Committee. ARTICLE XI Duties of Committees Section 1. Membership This committee shall consist of the Society Delegation and two (2) members of the Board of Directors. Section 2. Budget and Audit Committee a. This committee shall be composed of the Board of Directors. b. They shall propose and approve an annual budget. The proposed budget shall then be published to the membership at least thirty (30) days prior to the annual business meeting. 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 who shall serve for a one (1) year term of office. Section 4. Judicial Committee a. This Committee shall consist of (4) members. One (1) member shall be appointed each year for a four (4) year term of office, except as is necessary to establish and maintain this rotation. b. This committee shall review formal written complaints against any individual Society member charged with any violation of the Society bylaws, standing rules, code of ethics, or other rules, regulations, policies or procedures adopted by the Society, or any conduct deemed detrimental to the Society or the AARC. Complaints or inquires may be referred to this committee by the Judicial Committee of the AARC c. If the Committee determines that the complaint warrants further action, a written statement of the charges shall be prepared with benefit of legal counsel if deemed advisable. d. A statement of charges shall then be served upon the member and an opportunity given that member to be heard before the committee. e. After careful review of the results of the hearing conducted with the benefit of legal counsel, when the Chairman of the Committee deems counsel necessary or advisable, the Committee may, by a two-third (2/3) vote of its entire membership, recommend to the Board of Directors, to expel, or suspend such a member. After a final decision has been made by the Society's Board of Directors, a complete report, including copies of all documents, shall be forwarded to the Chairman of the Judicial Committee of the AARC. Section 5. Nominations Committee a. This committee shall prepare a slate of officers and directors for the annual election for approval by the Board of Directors. b. The committee shall serve for a one (1) year term of office and shall be appointed from former Society Officers. c. 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 interests of the AARC and the Society through a 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 (s) or his designate will be a consultant member(s) of this committee. c. It shall be the duty of this committee to coordinate all mandatory CEU credits as required by the State Licensing Board. d. The Society will not charge the program committee and all voting Board members registration fees for educational meetings sponsored by the Society. Section 7. Bylaws Committee a. This committee shall consist of three (3) members, one (1) of whom shall be a Past-President, with one (1) member being appointed annually for a three (3) year term, except as is necessary to establish and maintain this rotation. b. 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 Section 8. Publications and Public Relations Committee a. This Committee shall consist of at least three (3) members, one (1) of whom shall be a Past-President, with members being appointed annually for a one (1) year term subject to reappointment. b. This Committee shall concern itself with the publication of a Society newsletter and all other publications of this Society. 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). ARTICLE XII Affiliation This Society shall be affiliated with the AARC and shall abide by the rules and regulations of the AARC promulgated from time to time. ARTICLE XIII Society Medical Advisor This Society shall have a least one (1) Medical Advisor, and shall conform to the AARC Bylaws concerning Society Medical Advisors. ARTICLE XIV Fiscal Year The fiscal year of this Society shall be from January 1, through December 31. ARTICLE XV Ethics If the conduct of any Society member should 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 in the AARC Code of Ethics, the Board of Directors may, upon recommendation by the Judicial Committee, and by a two-thirds (2/3) vote of its entire membership, suspend or expel such member. A motion to reconsider the suspension or expulsion of any member may be made at the next regular meeting of the Board of Directors. All such suspension or expulsion actions shall be reported immediately to AARC Judicial Committee. ARTICLE XVI Parliamentary Procedure The rules contained in the most recent edition of Robert's Rules of Order, Revised, shall govern whenever they are not in conflict with the Bylaws of the Society or of the AARC. ARTICLE XVII Amendments These Bylaws may be amended at any annual or any called meeting or by mail vote of the Montana Society for Respiratory Care of the AARC by a two-thirds (2/3) majority of those voting, provided that the amendment has been presented to the membership in writing at least (60) days prior to the vote. All amendments must be approved by the appropriate AARC committees and shall become effective upon ratification by the AARC Board of Directors. |
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