Home > AMPHL Bylaws (approved 10/18/2008) .:

ARTICLE 1
OFFICES

SECTION 1. PRINCIPAL OFFICE

The principal office of the corporation is located at 10708 Nestling Drive in Montgomery County, State of Ohio.

SECTION 2. CHANGE OF ADDRESS

The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws. The Executive Committee may change the principal office from one location to another within the named county, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws.

SECTION 3. OTHER OFFICES

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Executive Committee may, from time to time, approve.

ARTICLE 2
NONPROFIT PURPOSES

SECTION 1. IRC SECTION 501(c)(3) PURPOSES

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Section 2. SPECIFIC OBJECTIVES AND PURPOSES

The specific objectives and purposes of this corporation shall be to:

(a) promote advocacy and mentorship among Deaf and hard of hearing individuals interested in or working in health care fields, such as medical doctors, nurses, veterinarians, veterinary technicians, dentists, and pharmacists, or those studying to be such;

(b) provide information to Deaf and hard of hearing individuals interested in or working in health care fields, on such issues as special accommodations and technical standards for admission to health care programs;

(c) educate the public about Deaf and hard of hearing individuals who are working in health care fields;

(d) establish a social and informational network for Deaf and hard of hearing individuals interested in or practicing in health care professions, as well as those individuals interested in or established in professions which provide support services for Deaf and hard of hearing individuals including audiologists and disability office directors;

(e) encourage the development of products such as transparent surgical masks and special stethoscopes that will be of benefit to Deaf and hard of hearing individuals working in health care fields and their patients;

(f) work with administration and/or faculty at colleges and universities that offer health care programs to facilitate greater accessibility for Deaf and hard of hearing individuals;

(g) engage in other activities that will benefit Deaf and hard of hearing individuals interested in or working in health care fields.

ARTICLE 3
DIRECTORS

SECTION 1. NUMBER

The corporation shall have up to twelve (12) directors and collectively they shall be known as the Board of Directors.

SECTION 2. QUALIFICATIONS

Directors shall be of the age of majority in this state. Other qualifications for directors of this corporation shall be as follows:

At the time of the election, no more than 1/3 of the elected directors may be of normal hearing. No more than 1/3 of the elected directors may be of the same professional field. Professional fields must be from AMPHL recognized professions for those that are Deaf or hard of hearing.

Exceptions to these qualifications may be made in accordance with the circumstances described in Section 5 of this article.

All Directors must have and maintain an active electronic mail account during their term and actively utilize the AMPHL forums.

SECTION 3. POWERS

Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Executive Committee.

SECTION 4. DUTIES

It shall be the duty of the Directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;

(b) Ensure that the corporation has a viable strategic plan, monitor its implementation, and ensure that expenditures support the Association’s strategic objectives and missions;

(c) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;

(d) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;

(e) Establish direction, set policy, and provide leadership oversight for the corporation;

(f) Manage and control the property, affairs, and fiduciary health of the corporation;

(g) Meet at such times and places as required by these Bylaws;

(h) Register their addresses with the Secretary of the corporation, and notices of meetings mailed, telegraphed, or sent via electronic mail to them at such addresses shall be valid notices thereof.

SECTION 5. ELECTION AND TERM OF OFFICE

Board members shall be elected by the Executive Committee annually, at any time, and each Director shall hold office for two years, until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

If a board position is not filled in a given election due to a shortage of qualified candidates, that position may be filled at any time by majority vote after invitation and subsequent submission of an application by a person.

If this corporation makes no provision for members, then, on an annual basis, the Executive Committee shall elect new Directors and Officers. The applications for elections will be due by September 15^th of that election year or at another date approved by the board. Applications are to be available for all applicants at least thirty (30) days prior to application submission deadline. Submitted applications are to be distributed to all Officers and Directors within one week after the application submission deadline.  Election is to commence two weeks after applications are distributed to all Officers and Directors. The Executive Committee shall post the results of Directors and Officers' elections within two months of the application submission deadline. Official transfer of positions will occur within two weeks of election result notification.

The election process will be composed of two separate votes. The first vote will put forth all applicants as individuals irrespective of the position for which they are applying. The Executive committee will vote aye, nay or abstain for each individual’s passage into the second phase of the election process.

The second phase of the election process is completed by a matching program where applicants give a list of positions they are interested in and the individual members of the Executive Committee then rank the applicants for each position in their order of preference. This will allow an applicant to run for election in more than one position at a time, maximizing his/her chance of obtaining an AMPHL Officer or Director position that year. This will also allow AMPHL the best opportunity to fill all open Officer and Director positions. A list of applicants and the positions they are interested in is made available to the Directors and Officers. The individual Directors and Officers then rank the applicants for each position in their order of preference. The Director and Officers’ rank order list of applicants is first tabulated to count the votes for applicants and then viewed as a series of offers to applicants based on the greatest number of votes. The positions of Presidency will be evaluated first, then Vice-Presidency, then Secretary, then Treasurer and lastly, the Director positions. As applicants on the Directors and Officers’ list disappear due to successful matches, lower choices move up on the Director and Officers’ rank order lists until all possible matches are completed.

See Appendix A for an example of a hypothetical AMPHL election.

No one may hold more than one Officer and/or Director position at any given time.

Directors whose terms are not ending that election year may each be formally invited by a minimum of three (3) Directors and/or Officers to apply for Officer positions that election year. If a Director, whose term does not expire that election year, submits an application for an Officer position, their current Director position will be considered resigned effective that election year. The vacated position is then open for applications and voting that election year. Said Directors may then submit applications for Officer positions and also rerun for the Director positions they currently hold. Said Directors may also decline the formal invitations and choose to complete their Director positions. Without formal invitations, Directors whose terms do not expire that election year may not submit applications for Officer positions. The resigning Director will still participate as a full-fledged Director up until the normal transition of Directors subsequent to elections. AMPHL encourages Directors to complete their entire two-year term.

SECTION 6. COMPENSATION

Directors shall anticipate serving without compensation except in special circumstances approved by the majority of the board.  In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties provided such advancement or reimbursement of expenses is approved by the finance committee.

SECTION 7. QUORUM FOR MEETINGS

A quorum shall consist of 2/3 of the Directors and Officers. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Directors and Officers at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

SECTION 8. PLACE OF MEETINGS

Meetings shall be held at the principal office or at such other place as may be designated by resolution of the Executive Committee.

SECTION 9. REGULAR MEETINGS

An official in-person meeting of officers and directors is required at the same time a conference is held. The decision to hold a meeting of officers and directors during a year when a conference is not held will be discussed and voted during that year. Notice of such a meeting must be given no less than three months prior to said meeting.

SECTION 10. ELECTRONIC MAIL MEETINGS

Electronic mail, instant messenger, and/or online chat may be used as a form of meeting but not to replace the Executive Committee meeting at conferences. All meetings may only be called by the Chairperson of the Board, or if no such person has been so designated or in his or her absence, by the President of the corporation, or in his or her absence, by the Vice President of the corporation. The Secretary of the corporation shall act as secretary of all official meetings.

Electronic mail meetings shall be governed by the same principles presented in Robert’s Rules of order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.

A motion to discuss an issue, close a discussion, or to vote on an issue must be seconded by a different individual than the one who made the original motion. The seconding motion must occur within one (1) week after the original motion was made. Once a vote on an issue is called for by the presiding Director or officer, votes must be made within one (1) week after the vote was placed before the Executive Committee to be voted upon.

If an officer or director wishes to reopen a discussion that was previously voted on within the past six (6) months, a vote must be called to open such a discussion.

All provisions stated in these bylaws regarding quorum and majority action apply to electronic mail meetings. The number of votes received will be used to calculate the quorum and the majority of the quorum will determine the outcome of the vote.

SECTION 11. SPECIAL MEETINGS

Special meetings of the Executive Committee may be called by the Chairperson of the Board, the President, the Vice-President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Executive Committee. This special meeting must then be approved by a majority of the Directors and Officers in order to be considered an official meeting. Such meetings shall be held at a location agreed upon by a majority of the Directors and Officers. Notice of such a meeting must be given no less than three months prior to said meeting.

SECTION 12. NOTICE OF IN-PERSON MEETINGS

Notice for meeting of the Executive Committee will be given at least three months prior by first class mail, by telephone, by electronic mail, or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.

SECTION 13. MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the Directors and Officers present at a meeting duly held at which a quorum is present is the act of the Executive Committee, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Executive Committee.

SECTION 14. CONDUCT OF MEETINGS

Meetings of the Executive Committee shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or in his or her absence, by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors and officers present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board. In his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by Robert’s Rules of order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.

SECTION 15. VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased.

Any Director may resign effective upon giving written notice to the Chairperson of the Board, the President, or the Vice-President of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.

Directors may be removed from office by a majority vote of the Executive Committee, with or without cause, as permitted by and in accordance with the laws of this state.

Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the Directors and Officers by majority vote. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.

SECTION 16. NONLIABILITY OF DIRECTORS AND OFFICERS

The Directors and Officers shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 17.INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS

The Directors and Officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

SECTION 18. INSURANCE FOR CORPORATE AGENTS

Except as may be otherwise provided under provisions of law, the Executive Committee may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, Officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provisions of law.

ARTICLE 4
OFFICERS

SECTION 1. DESIGNATION OF OFFICERS

The Officers of the corporation shall be a President, an Immediate Past President, a Vice President, a Secretary, and a Treasurer. The corporation may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Directors and Officers. All the Officers and members of the Board of Directors shall be collectively known as the Executive Committee.

SECTION 2. QUALIFICATIONS

Any Deaf or hard of hearing individual who is practicing or a student in a health care field or any person in a position to provide support to such individuals may serve as Officer of this corporation. All Officers must have and maintain an active electronic mail account during their term.

SECTION 3. ELECTION AND TERM OF OFFICE

Officers shall be elected on even numbered years by the Executive Committee and each Officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

Officers will be elected as outlined in Article 3, Section 5.

SECTION 4. VOTING POWER

All Officers shall have one vote at the meetings of the Executive Committee and their presence is counted in the quorum and their vote as part of the majority.

SECTION 5. REMOVAL AND RESIGNATION

Any Officer may be removed, either with or without cause, by majority vote of the Executive Committee, at any time. Any Officer may resign at any time by giving written notice to the Chairperson of the Board, the President, or the Vice-President of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Executive Committee relating to the employment of any Officer of the corporation.

SECTION 6. VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by Executive Committee majority vote. In the event of a vacancy in any Director or Officer position other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Executive Committee shall fill the vacancy.

SECTION 7. DUTIES OF PRESIDENT

The President shall:

(a) Be the chief executive officer of the corporation and, subject to the control of the Executive Committee, supervise and control the affairs of the corporation and the activities of the officers including liaisons.

(b) Appoint standing and special committees.

(c) Perform all duties incident to his or her office and such other duties as may be required by law, the Articles of Incorporation, or these Bylaws, or which may be prescribed from time to time by the Executive Committee.

(d) Preside at all meetings of the Executive Committee, unless another person is specifically appointed as Chairperson of the Executive Committee, and, if this corporation has members, at all meetings of the members.

(e) Administer responsibility for the balloting at the regular elections.

(f) In the name of the corporation, except as otherwise expressly provided by law, the Articles of Incorporation, or these Bylaws, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Executive Committee.

(g) Automatically assumes the office of Immediate Past President in the subsequent year after a different individual is voted to the position of President.

SECTION 8. DUTIES OF IMMEDIATE PAST PRESIDENT

The Immediate Past President shall:

(a) Assist the newly elected President in transition into that office.

(b) In the absence of the President, or in the event of his or her inability or refusal to act, perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President.

(c) Have other powers and perform such other duties as may be prescribed by law, the Articles of Incorporation, or these Bylaws, or as may be prescribed by the Executive Committee.

SECTION 9. DUTIES OF VICE PRESIDENT

The Vice President shall:

(a) Assist the President in all duties as requested.

(b) In the absence of the President and the Immediate Past President, or in the event of his or her inability or refusal to act, perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President.

(c) Have other powers and perform such other duties as may be prescribed by law, the Articles of Incorporation, or these Bylaws, or as may be prescribed by the Executive Committee.

SECTION 10. DUTIES OF SECRETARY

The Secretary shall:

(a) Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.

(b) Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees, recording therein the time and place of holding, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

(c) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

(d) Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.

(e) Keep at the principal office of the corporation or at such other place as the board may determine, a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.

(f) Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the Executive Committee.

(g) In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, the Articles of Incorporation, or these Bylaws, or which may be assigned to him or her from time to time by the Executive Committee.

SECTION 11. DUTIES OF TREASURER

The Treasurer shall:

(a) Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Executive Committee.

(b) Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

(c) Disburse or cause to be disbursed, the funds of the corporation as may be directed by the Executive Committee, taking proper vouchers for such disbursements.

(d) Create an annual budget.

(e) Serve as chair of the Finance Committee.

(f) Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

(g) Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore.

(h) Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.

(i) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

(j) Turn over all funds, properties under his or her custodianship, and records to a successor.

(k) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, the Articles of Incorporation of the corporation, or these Bylaws, or which may be assigned to him or her from time to time by the Executive Committee.

ARTICLE 5
COMMITTEES

SECTION 1. COMMITTEES

The corporation shall have committees as may from time to time be designated by resolution of the Executive Committee. These committees may consist of persons who are not also Directors and Officers and shall act in an advisory capacity to the Executive Committee.

SECTION 2. MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Executive Committee, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Executive Committee and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Executive Committee or by the committee. The Executive Committee may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE 6
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS

The Executive Committee, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Executive Committee, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.

SECTION 3. DEPOSITS

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Executive Committee may select.

SECTION 4. GIFTS

The Executive Committee may accept on behalf of the corporation any contribution, gift, bequest, or device for the nonprofit purposes of this corporation.

ARTICLE 7
CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office or at such other place that the Executive Committee may determine:

(a) Minutes of all meetings, including all formal electronic mail communications of Executive Committee, committees of the board and, if this corporation has members, of all meetings of such members

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses on a quarterly basis;

(c) A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;

(d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.

SECTION 2. CORPORATE SEAL

The Executive Committee may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3. DIRECTORS' INSPECTION RIGHTS

Every Director and Officer shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

SECTION 4. MEMBERS' INSPECTION RIGHTS

If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:

(a) To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.

(b) To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled.

(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person's interests as a member.

Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

SECTION 6. PERIODIC REPORT

The Executive Committee shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.

ARTICLE 8
IRC 501(c)(3) TAX EXEMPTION PROVISIONS

SECTION 1. LIMITATIONS ON ACTIVITIES

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

SECTION 3. DISTRIBUTION OF ASSETS

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS

In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

ARTICLE 9
AMENDMENT OF BYLAWS

SECTION 1. AMENDMENT

Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Executive Committee.

ARTICLE 10
CONSTRUCTION AND TERMS

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

ARTICLE 11

SUBSCRIBERS

SECTION 1. Subscribership        

The corporation may, at its discretion, establish a subscribership. A subscribership will allow subscribers to receive benefits in exchange for a subscription fee. Subscribership terms will be set by the Subscribership Committee. All subscribership benefits and terms are implemented by approval of the Subscribership Committee and by majority vote of Executive Committee. All current subscribers will be informed of any changes in benefits before the changes are instituted. Subscribership is not to be equated with membership and subscribers will therefore not be granted the legal rights and privileges that are associated with membership.

ARTICLE 12

OFFICER/DIRECTOR/COMMITTEE CHAIR PARTICIPATION

SECTION 1. Officer/Director requirements

Officers and Directors are expected to use email regularly. This includes (but is not limited to) the following: monthly updates, participation in discussions, and voting. If there are extenuating circumstances or if an individual is unable to communicate by email for a period of seven days or greater, the individual should notify the President of his/her circumstances as far in advance as possible when s/he must be absent for an amount of time stated by the individual. Each Officer and Director is allowed a maximum total of sixty days excused time per year unless a special exception is made by vote of the Executive Committee.

Monthly updates must be submitted by the fifth day of the month. If not received, a reminder email will be sent out twice - once on the seventh day of the month and once on the tenth of the month. If the update is not posted by the fifteenth of the month, it will be considered absent. A total of four unexcused absent monthly updates in a calendar year will result in dismissal from the Officer or Director position.

Discussions - It is expected that all Officers and Directors will respond within fourteen calendar days to issues formally motioned and voted into discussion. Officers and Directors must at least confirm receipt of the discussion email and respond with "no comment." There will be one reminder email sent ten days after posting of the discussion. If the response to the discussion is not received by fourteen days after posting of the discussion topic, it will be considered absent. A total of four unexcused absent discussion responses in a calendar year will result in dismissal from the Officer or Director position.

Votes - When a vote is called, it is necessary for Officers and Directors to respond with an aye, nay, or abstain. This response is expected within seven days after the vote is called. If not received, a reminder email will be sent four days after the vote is called. If the vote is not received by seven days after the vote was originally called, it is considered absent. A total of two unexcused absent votes in a calendar year will result in removal from the Officer or Director position.

The duties of Officers and Directors also include active participation in at least one AMPHL committee.  Active participation is defined as responding to emails in a timely fashion and completing tasks as requested by committee chairs. It is the responsibility of the Committee Chair to notify the President if problems arise. If an Officer or Director fails to actively participate in at least one committee, this will result in removal from the Officer or Director position. All final decisions regarding whether active participation has been met are at the discretion of the President.

SECTION 2. Committee chair requirements

Committee chairs are expected to use email regularly. This includes (but is not limited to): monthly updates to the Executive Committee and participation in discussions with committee members. If there are extenuating circumstances or if an individual is unable to communicate by email for a period of seven days or greater, the individual should notify the President of his/her circumstances as far in advance as possible when s/he must be absent for an amount of time stated by the individual. Said individual is responsible for finding a replacement to cover committee chair duties during his/her absence.

Committee chairs are expected to set reasonable annual goals for the committees which are submitted to the President for review by December first. Committee chairs are expected to guide committee members towards these goals in a timely manner. Failure to do so may result in dismissal from the committee chair position by majority vote of the Executive Committee.

Monthly updates to the Executive Committee must be submitted by the fifth day of the month. If not received, a reminder email will be sent out twice - once on the seventh day of the month and once on the tenth of the month. If the update is not posted by the fifteenth of the month, it will be considered absent. A total of four unexcused absent monthly updates in a calendar year will result from dismissal from the Committee Chair position.

Appendix A

Below is an example of a hypothetical AMPHL election:

In Stage 1, majority votes nay to allowing G to proceed to Stage 2. Thus A, B, C, D, E, F, H, I, and J move on to Stage two of elections.

As an example of Stage 2, we will assume a voting party of 4 for simplicity’s sake. The total number of available votes per voter in this example is 15. The positions are first ordered in such a way to facilitate the rank-ordered matching process (Figure 1). Next to each position is a listing of the candidates with a count for each position (e.g., President = 2 candidates). Each category receives a total to the right, which is then grand totaled (Total: 15). Figure 2 shows the votes rank-ordered by the 4 individual voters. The numbers in parentheses indicate the total number of candidates per category. The purpose for the grand total count is to ensure that all candidates remain active until the overall votes are tallied for matching. Figure 3 shows the overall vote tally fractioned by the total number of votes per voter per candidate. (First choice is indicated by the first listing.) The final vote results are shown in Figure 4. Notice that two candidates (candidates A and B) were elected into office early in the tally vote. Their second (or third) choice positions then became free for the next person in that category provided. For example, though candidate I did not receive any votes for the vet director position, candidate I was able to take the position when candidate A was elected President.

Figure 1. Positions and Candidates Listing and Totals

Figure 2. Individual Voter Ballots

Figure 3. Overall vote tally of candidates as first choice

Figure 4. Vote Results