BYLAWS OF THE SOUTH DAKOTA
SOCIETY OF THE
AMERICAN ASSOCIATION FOR
RESPIRATORY CARE
Article I NAME
This organization shall be
known as the South Dakota 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.
Article II BOUNDARIES
The boundaries of this
Society shall be within the boundaries of the State of South Dakota.
Article III OBJECT
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 facilitate cooperation between respiratory care personnel and
the medical profession, hospitals, service companies, industry, and other
agencies within the State interested in respiratory care. This Society shall not commit any act which
shall constitute unauthorized practice of medicine under the laws of the State
of Illinois in which the parent Association is incorporated, or any other
state.
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 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 provisions of Section 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.
Article IV MEMBERSHIP
The membership of this Society
shall include three (3) classes:
Active, Associate and Special members.
An individual is eligible to
be a member of this Society if that person is a member of the AARC as specified
in the AARC Bylaws and meets their requirements for Chartered Affiliate
membership in the SDSRC.
The classifications and
limitations of membership shall be as defined in the AARC Bylaws.
Application for membership in
this Society shall follow the procedure specified in the AARC Bylaws.
Article V OFFICERS
The officers of the Society
shall be: President, President‑Elect
(who automatically succeeds to the presidency when the President's term ends),
Immediate Past President, Secretary, and Treasurer.
Each Chapter shall be
represented on the Board of Directors by the Chapter President.
The term shall begin Jan. 1
of the year following the election. The
term of President, President-Elect, and Immediate Past President shall be two
years each. The Secretary and Treasurer
shall serve one three-year term.
a. In the event of a vacancy of the office of President, the
President‑Elect shall become acting President to serve the unexpired term
and shall serve his/her own (successive) term as President.
b. In the event of a vacancy of any office (except President) the
Board of Directors shall at the next meeting of the BOD elect a qualified
member to fill the vacancy.
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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 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; 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; and shall
perform such other duties as shall be assigned by the President or the Board of
Directors and will also continue to carry out the duties of President‑Elect.
c. Immediate Past President
The Immediate Past President
shall advise and consult with the President, serve as a member of the Bylaws
Committee, serve as Parliamentary Authority, and perform such other duties as
shall be assigned by the President or the 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 Directors and/or in accordance with the adopted budget; depositing funds as
the Board of Directors may designate.
He/She shall see that full and accurate accounts are kept, submit
quarterly reports to the BOD and AARC, and make written reports at all Board of
Directors and business meetings of the Society. He/She shall prepare, in conjunction with the Budget and Audit
Committee, a proposed budget to be presented at the pre‑board and annual
business meeting preceding the year it will be in effect.
e. Secretary
The Secretary 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 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 the Board of
Directors. The Secretary shall also be
responsible for mailing the list of SDSRC officers to the AARC following the
annual election.
Article VI NOMINATIONS AND ELECTIONS
The President shall appoint a
Nominations Committee in accordance with the AARC Bylaws.
a. The Nominations Committee shall prepare a slate of one (1) or more
candidates for each office for approval by the BOD at least 60 days before the
scheduled election.
b. Only active members in good standing shall be eligible for
nomination, and only active AARC members may vote.
c. Any other active member may have their name placed in nomination
upon written petition of at least ten (10) active members of the Society. The petition must be filed with any officer
of the Society at least sixty (60) days before the scheduled election.
a. The Nominations Committee's slate and biographical sketches shall
be mailed to every active member in good standing and eligible to vote at least
thirty (30) days prior to the scheduled election.
b. The election of officers shall be by mail vote with provisions
for write-in votes for each office.
Ballots, to be acceptable, must conform to instructions supplied with
the ballot. The deadline date must be
clearly indicated on the ballot.
The President shall appoint
an Election Committee, whose names shall not be on the ballot, to verify the
eligibility of each ballot, tally the votes and report the results to the Board
of Directors.
The date of the annual
election shall be set by the Board of Directors.
Article VII BOARD OF DIRECTORS
a. The executive government of this Society shall be vested in a
Board of Directors consisting of President, President‑Elect, Secretary,
Treasurer, Immediate Past President, two Delegates, two Directors-at-Large, and
the President of each Chapter, who must be in good standing with the AARC
during their term of office.
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b. The President shall be Chairperson and presiding officer of the
Board of Directors. He/She shall invite
in writing such individuals to the meetings of the Board of Directors as deemed
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 that 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.
a. The term of President, President-Elect, Immediate Past President,
Secretary, and Treasurer has been addressed in Article V, Section 3.
b. The term of the Delegates is addressed in Article IX, Section 1.
c. Directors-at-Large shall serve two years.
d. Chapter Presidents shall serve two years.
e. An elected President-Elect shall serve until the next annual
election and then automatically succeed to the Presidency.
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, the amount of membership dues
for the following year, and other related matters, after consideration of the budget.
a. Any vacancy that occurs on the Board of Directors, with the
exception of the President, Immediate Past‑President, and the Chapter
Presidents, shall be filled by qualified members elected by the Board of
Directors. Individuals so elected shall
serve until the next annual election.
b. In case a vacancy occurs in the office of Delegate, the SDSRC
Board of Directors may appoint a
member to serve, but the
replacement must be elected by the active members of the Society at the next
scheduled election.
a. The Board of Directors shall meet immediately preceding and
immediately following the annual business meeting of the Society and shall not
hold fewer than one other regular and separate meeting during the calendar
year.
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 of the Society.
c. A majority of the Board of Directors shall constitute a quorum at
any meeting of the Board.
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. Business to be decided by mail vote shall be
presented to the membership at least thirty (30) days prior to the mail vote
deadline. The outcome of this vote
shall be determined according to a majority of the valid votes received by
mail, except in the case of a constitutional amendment or 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
amendment to the Bylaws of this Society shall be presented to the membership at
least thirty (30) days prior to a mail vote deadline, as provided in Article
XVIII of these Bylaws concerning Amendments.
No officer shall hold
concurrent elected offices.
Article VIII ANNUAL BUSINESS MEETING
Section 1. Date and Place
a. The Society shall hold an annual business meeting. Additional meetings may be held as required
to fulfill the objectives of the Society whenever called by the President or at
least 5% of the voting members.
b. The date and place of the annual business meeting and additional
meetings shall 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.
a. The annual business meeting shall be for the purpose of receiving
the reports and for other business brought by the President.
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b. Additional business meetings shall be for the purpose of
receiving the reports of officers and committees and for other business brought
by the President.
Written notice of the time
and place of the annual business meeting shall be sent to all members of the Society not fewer than ninety
(90) days prior to the meeting. An
agenda for the annual business meeting shall be sent to all members not fewer
than thirty (30) days prior to the annual business meeting.
A majority of the voting
members registered at a duly called business meeting shall constitute a
quorum.
Article IX SOCIETY DELEGATION TO THE AARC HOD
Delegates to the AARC shall
be elected by the active membership for a four-year term of office, with a new
Delegate elected every two years. The
Delegates shall have been past SDSRC Board members.
The Delegates shall be empowered
to vote on behalf of the membership of the Society. The Delegates shall, at the expense of the Society, and with the
authority of the Board of Directors, attend all House of Delegates meetings of
the AARC.
Refer to Article VII, Section
IV.
There shall be two Society
Delegates to the AARC House of Delegates.
No Delegate shall hold
concurrent elected offices.
Article X COMMITTEES
The members of the following
standing committees shall be appointed by the President, subject to the
approval of the Board of Directors:
·
Membership
·
Budget
and Audit
·
Elections
·
Nominations
·
Program
and Education
·
Bylaws
·
Publications,
Public Relations and Chapter Affairs
Special committees may be
appointed by the President.
a. The President shall appoint the chairperson of each committee.
b. The chairperson of each committee shall confer promptly with the
members of his/her committee on work assignments.
c. The chairperson of each committee may recommend prospective
committee members to the President.
When possible, the chairperson 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 fifteen (15) days prior to
the meeting at which the report is to be read.
e. Non-members or physician members may be appointed as consultants
to committees. The President shall
request recommendations for such appointments from the Medical Advisor(s).
f. Each committee chairperson 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 Committee
a. This committee shall consist of the Society Delegates and two (2)
members of the Board of Directors.
b. This committee shall be responsible for recruiting new members
and retaining current members.
Section 2. Budget and Audit Committee
a. This committee shall be composed of the Board of Directors and
the Medical Advisor or his/her designee.
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b. They 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.
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, with at
least one (1) member from each Chapter, who shall serve for a one (1) year term
of office.
Section 4. Nominations Committee
a. This committee shall prepare for approval by the Board of
Directors a slate of officers for the annual election.
b. The committee shall consist of at least four (4) members, with at
least one (1) member from each Chapter, who shall serve for a term of one (1)
year.
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 representations as applicable.
Section 5. 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/her designee will be a consultant
member of this committee.
a. This committee shall consist of three (3) members, one (1) of
whom shall be Immediate 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 7. Publications, Public Relations and Chapter
Affairs 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 preparation, printing and distribution of a Society newsletter and all other publications of this Society for the public, hospitals, and other organizations through dissemination of information concerning respiratory care.
c. Receive applications for Chapters and review the proposed Bylaws
for compliance with the objectives of the AARC and the Society, and report its
findings to the Board of Directors.
d. Review amendments to existing Chapter Bylaws.
e. Review the minutes of all meetings of the Chapter and advise the
President and the Secretary of any irregularities or other recommendations.
Article XII CHAPTER ORGANIZATIONS
The internal organization,
except where in conflict with these Bylaws shall not be the concern of this document.
Section 2. Officers and Chapter Representation
a. The President of the Chapter shall be a member of the Society's
Board of Directors.
b. The active members of the Society working in the Chapter shall
elect a President and Secretary and other officers as circumstances may
require. The Secretary shall be the
official correspondent for the Chapter to the Society.
Chapter organization shall be
encouraged to expand the membership of the Chapter and to develop educational
activities and other such activities as is consistent with the Articles of
Incorporation and these Bylaws.
Section 4. Responsibilities
of the Chapter President
a. Represent the Chapter from which he/she is elected.
b. Submit a written report at least fifteen (15) days prior to each
Board of Directors meeting, relating to the activities in their Chapter.
Section 5. Chapter Admission Requirements
a. Ten 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 of Directors of
the Society. Members of Chapters must
be members of the State Society.
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b. The formal application shall be sent to the Society's office and
shall consist of a list of officers, membership, minutes of the organizational
meeting, Chapter Bylaws, geographical location (by counties) and a letter
requesting approval of the proposed Medical Advisor.
Section 6. Duties
a. A copy of the minutes of the governing body and business meetings
of the Chapter shall be sent to the Society's office within thirty (30) days
following the meeting. This copy shall
be forwarded to the Chairperson, Chartered Affiliates Committee, AARC.
b. The names and addresses of officers and medical advisor shall be
sent to the Society's office within thirty (30) days following the meeting.
Article XIII SOCIETY MEDICAL ADVISOR
The Society shall have at
least one (1) Medical Advisor who shall conform to the AARC Bylaws. Each Chapter shall have at least one (1)
Medical Advisor. Together, they shall
form a Board of Medical Advisors of which the Society Medical Advisor shall be
Chairperson.
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 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 the Society's interests as defined in the AARC Code
of Ethics, the Board of Directors may, by a two‑thirds (2/3) vote of its
entire membership, suspend or expel such a member. A motion to reconsider the suspension or expulsion of a 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 the AARC Judicial Committee.
Article XVI PARLIAMENTARY AUTHORITY
The rules contained in the
most current edition of Robert's Rules of Order shall govern whenever they are
not in conflict with the Bylaws of the Society or the AARC.
Article XVII AMENDMENT
Amendments originated by the Bylaws
Committee are submitted to the AARC Bylaws Committee. This Committee will review, and if appropriate, make
recommendations to the Affiliate. The
Affiliate may either accept and incorporate the Committee’s recommendations or
leave the document as originally submitted.
The Affiliate then corresponds back to the Committee regarding their
decision. The Committee makes a final
recommendation to the AARC Board of Directors, who makes the final decision
regarding acceptance of the revisions.
Once approved, the Bylaws are submitted to the SDSRC membership for
comments and ratification.
Enacted: July
1988 Revised: May 1992
AARC Approval: Dec.
1992
SDSRC
Approval: Dec. 1992
Revised: Sep. 1996
AARC Approval: Oct.
1996
SDSRC
Approval: Apr. 1997
Revised: Sep. 1999
AARC Approval: Dec.
1999
SDSRC
Approval: Apr. 2000
Revised: Jan. 2005
AARC Approval: Mar.
2005
SDSRC
Approval: June 2005